Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the 2016-2 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2016-2 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the 2016-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2016-2), Servicing Supplement (BMW Vehicle Lease Trust 2016-2)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2013-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2013-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2013-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2013-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2013-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2013-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2013-1), Servicing Supplement (BMW Vehicle Lease Trust 2013-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2022-A Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, 8 (NALT 2022-A Series Servicing Supplement) (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2022-~~2 SUBI~~ A Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2022-A Lease and the related 2022-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2022-~~2 SUBI Certificate~~A Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2022-A Lease and the related 2022-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2022-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016~~2022-~~2 SUBI~~ A Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the ~~2016~~2022-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsA Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 2022-A Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 2022-A Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 2022-A Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2022-A Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2022-A Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor ServicerIssuing Entity, the ~~successor Servicer shall assume all of the rights and obligations of~~ Depositor, the Servicer ~~under~~ (so long as NMAC or an Affiliate is the ~~Servicing Agreement; provided, however, that no successor Servicer shall have~~ Servicer) and any ~~responsibilities~~ of their respective Affiliates) until the final distribution is made with respect to ~~making any Advance~~the 2022-A Series Assets. ~~Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer.~~10 (NALT 2022-A Series Servicing Supplement) (gd) ~~In the event~~ If the Servicer is removed with respect to servicing the ~~2016~~2022-~~2 SUBI~~ A Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2022-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2022-A), Servicing Supplement (Nissan Auto Lease Trust 2022-A)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2019-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2019-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2019-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2019-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2019-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2019-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2019-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2019-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2019-1), Servicing Supplement (BMW Vehicle Lease Trust 2019-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2022-2 1 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2022-2 1 SUBI ~~Certificate, the Noteholders~~ Certificate or the ~~Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the 2016-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2022-1), Servicing Supplement (BMW Vehicle Lease Trust 2022-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2018-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2018-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2018-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2018-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2018-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2018-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2018-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2018-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2018-1), Servicing Supplement (BMW Vehicle Lease Trust 2018-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2020-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2020-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2020-A Lease and the related 2020-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2020-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2020-A Lease and the related 2020-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2020-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2020-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2020-2 A SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2020-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2020-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2020-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2020-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2020-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2020-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2020-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2020-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2020-A SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2020-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2020-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-2 1 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-2 1 SUBI ~~Certificate, the Noteholders~~ Certificate or the ~~Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2024-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2024-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2024-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2024-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2024-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2024-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2024-1), Servicing Supplement (BMW Vehicle Lease Trust 2024-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[__]-[__] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[__]-[__] SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016-2~~ 20[__]-[__] SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016-2~~ 20[__]-[__] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016-2~~ 20[__]-[__] SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the ~~2016-2~~ 20[__]-[__] Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016-2~~ 20[__]-[__] Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016-2~~ 20[__]-[__] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (Financial Services Vehicle Trust), Servicing Supplement (Financial Services Vehicle Trust)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2021-A Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, 8 (NALT 2021-A Series Servicing Supplement) (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2021-~~2 SUBI~~ A Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2021-A Lease and the related 2021-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2021-~~2 SUBI Certificate~~A Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2021-A Lease and the related 2021-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2021-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016~~2021-~~2 SUBI~~ A Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the ~~2016~~2021-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsA Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 2021-A Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 2021-A Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 2021-A Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2021-A Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2021-A Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor ServicerIssuing Entity, the ~~successor Servicer shall assume all of the rights and obligations of~~ Depositor, the Servicer ~~under~~ (so long as NMAC or an Affiliate is the ~~Servicing Agreement; provided, however, that no successor Servicer shall have~~ Servicer) and any ~~responsibilities~~ of their respective Affiliates) until the final distribution is made with respect to ~~making any Advance~~the 2021-A Series Assets. ~~Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer.~~10 (NALT 2021-A Series Servicing Supplement) (gd) ~~In the event~~ If the Servicer is removed with respect to servicing the ~~2016~~2021-~~2 SUBI~~ A Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2021-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2021-A), Servicing Supplement (Nissan Auto Lease Trust 2021-A)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-2 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-2 SUBI ~~Certificate, the Noteholders~~ Certificate or the ~~Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2024-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2024-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2024-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2024-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2024-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2024-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2024-2), Servicing Supplement (BMW Vehicle Lease Trust 2024-2)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2015-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2015-B Lease and the related 2015-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2015-B Lease and the related 2015-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2015-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2015-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2015-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2015-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2015-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2015-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2015-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2015-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2015-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2015-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2015-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2015-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2015-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2015-B), Servicing Supplement (Nissan Auto Lease Trust 2015-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2014-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2014-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer;; provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2014-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer;; provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2014-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2014-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2014-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2014-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2014-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2014-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2014-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2014-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2014-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2014-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2014-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2014-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2014-A), Servicing Supplement (Nissan Auto Lease Trust 2014-A)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2017-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2017-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2017-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2017-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2017-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.successor

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2017-2), Servicing Supplement (BMW Vehicle Lease Trust 2017-2)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2013-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2013-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer;; provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2013-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer;; provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2013-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2013-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2013-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2013-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2013-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2013-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2013-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2013-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2013-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2013-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2013-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2013-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Any of the following acts or occurrences shall constitute ~~an Event of Default under the Servicing Agreement (each,~~ a “"Servicer Default~~”):~~": (i) the Servicer shall fail to ~~cause~~ deposit, apply or distribute Collections in the ~~delivery~~ manner and at such time as required hereunder, including, without limitation, failing to deliver to the ~~Indenture~~ Trustee for distribution to or for the ~~Noteholders~~account of a Holder any amounts required to be so distributed pursuant to this Agreement (including a related Servicing Supplement), ~~to the Owner Trustee~~ and such failure shall have continued for ~~distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders~~ a period of ~~interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5~~ ten Business Days after either discovery ~~of such failure~~ by an officer of the Servicer of such failure or ~~receipt~~ written notice of such failure shall have been given to the Servicer by the ~~Servicer of notice thereof from the Indenture Trustee, the Owner~~ Trustee or ~~Noteholders evidencing~~ such Holder; provided, however, that any such failure with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not ~~less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or~~with respect to any other Sub-Trust; (ii) the Servicer ~~fails~~ shall fail to duly observe or perform in any material respect any of its covenants or agreements in ~~the~~ this Agreement or a Servicing ~~Agreement~~ Supplement not otherwise covered in this Section ~~2.14(a~~4.01(a), which failure materially and adversely affects the rights of the Origination Trust or a ~~Holder~~ related Holder, Registered Pledgee or a holder of ~~the 2016-2 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable~~a Security, and ~~which continues unremedied~~ such default shall have continued for a period of 90 days after ~~receipt by~~ the ~~Servicer~~ earlier of the time (A) written notice thereof ~~from~~ shall have been given to the ~~Indenture~~ Servicer by the Trustee or ~~the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes,~~ such Holder or Registered Pledgee or (B) such default becomes known to the Servicer; provided, however, that (1) any such default with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not with respect to any other Sub-Trust, and (2) the determination of materiality with respect to any Sub-Trust shall be made by reference to the related Holder and not by reference to any other Holder; (~~iii~~A) the existence of any ~~representation, warranty~~Proceeding in, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2016-2 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian~~ custodian, sequestrator or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive ~~days; or~~days or immediately upon entry of any decree or order; (viv) the ~~commencement by~~ Servicer shall (A) apply for or consent to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (B) admit in writing its inability, or be generally unable, to pay its debts as they become due, (C) make a general assignment for the benefit of creditors, (D) commence a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, (E) be adjudicated a bankrupt or insolvent, (F) file a petition seeking to take advantage of any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment law providing for the ~~benefit~~ relief of ~~creditors~~ debtors or ~~the failure by the Servicer generally to pay its debts as such debts become due or the taking of~~ (G) take any corporate action by for the ~~Servicer in furtherance~~ purpose of effecting any of the foregoing. ; (v) any representation, warranty or statement of the Servicer made in this Agreement or in a related Servicing Supplement (excluding those contemplated by Section 2.06(a)) or any certificate, report or other writing delivered pursuant to this Agreement or a related Servicing Supplement, shall prove to have been incorrect in any material respect when made and has a material adverse effect on a related Holder, Registered Pledgee or a holder of a Security and, if such default is of a type that may be corrected, the failure to correct the default within 30 days after the earlier of the time (A) written notice thereof shall have been given to the Servicer by the Trustee or such Holder or Registered Pledgee or (B) such incorrectness becomes known to the Servicer; provided, however, that (1) any such incorrect representation, warranty or statement made with respect to any Sub-Trust shall be a Servicer Default only with respect to such Sub-Trust and not with respect to any other Sub-Trust and (2) the determination of a material adverse effect with respect to any Sub-Trust shall be made only by reference to the related Holder and not to any other Holder; (vi) the Servicer shall have failed to perform its obligations under Section 2.15(b) with respect to the Contingent and Excess Liability Insurance Policy and such failure shall continue for a period of ten Business Days after the earlier of the time (A) written notice thereof shall have been given to the Servicer by the Trustee, a Holder or Registered Pledgee or (B) such failure becomes known to the Servicer; or (vii) the Servicer shall fail to deliver to the Trustee any report required to be delivered to the Trustee pursuant to this Agreement or a Servicing Supplement within 60 Business Days after the date such report is due; provided, however, that any ~~Servicer Default with respect to the 2016-2 SUBI shall not constitute an Event of Default~~ such failure with respect to any ~~Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI~~ Sub-Trust shall ~~constitute~~ be a Servicer Default ~~or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to ~~the 2016~~any other Sub-~~2 SUBI~~Trust. Notwithstanding the foregoing, a delay in or failure of performance ~~referred to~~ under clause (~~iii~~i) for a period of ten Business Days, under clause (ii) for a period of 120 days, under clause (iv) for a period of 45 90 days or under clause (ivvii) for a period of 60 days, ~~will~~ shall not constitute a Servicer Default if ~~that failure or delay was~~ caused by a Force ~~Majeure~~Majeure Event. Upon the occurrence of ~~any such event~~a Force Majeure Event, the Servicer ~~will not be relieved from using all~~ shall (i) make commercially reasonable efforts to perform its obligations hereunder in a timely manner in accordance with the terms of ~~the Servicing Agreement,~~ this Agreement and ~~the Servicer will~~ (ii) provide to the ~~Indenture~~ Trustee, the ~~Vehicle Trustee, the Depositor~~ UTI Beneficiary each Related Beneficiary and ~~the Securityholders~~ each related Holder prompt notice of such Force Majeure Event and the resulting delay or failure ~~or delay by it~~in performance to which such Force Majeure Event relates, together with a description of its efforts to so perform its ~~obligations~~obligations hereunder. (b) ~~Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the~~ The Servicer shall provide to the ~~Indenture Trustee, the Owner Trustee,~~ Trustee and ~~any Noteholders~~ each related Holder and Registered Pledgee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer's efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction of~~ same. (c) If a Servicer Default shall have occurred and be continuing with respect to one or more Sub-Trusts, the ~~Holder (which for this purpose shall be the Indenture~~ Trustee ~~acting~~ may remedy such Servicer Default, or at the direction of the ~~Noteholders holding~~ Required Related Holders (which, with respect to a Servicer Default relating to a SUBI, shall not ~~less than~~ include the UTI Beneficiary and which, with respect to a Servicer Default relating only to the UTI, shall only include the UTI Beneficiary), or, if applicable, the holders of Rated Securities (in the manner provided for in the related Servicing Supplement) by notice to the Servicer, the UTI Beneficiary and the related Holders (and, if applicable, the holders of Rated Securities), terminate all (or, if such Servicer Default relates only to a particular Sub-Trust, the applicable portion) of the rights and obligations of the Servicer under this Agreement and the related Servicing Supplement, including all or a portion (allocable to the rights and obligations terminated) of the rights of the Servicer to receive the servicing compensation provided for in Section 2.09 (or the applicable portion thereof) with respect to such Sub-Trust following the assumption by a successor of the Servicer's duties hereunder. Upon any such termination, the Servicer shall continue to perform its functions as Servicer until the earlier of the date specified in the termination notice or, if no such date is specified therein, the date of the Servicer's receipt of such notice, at which time all rights, powers, duties, obligations and responsibilities of the Servicer under this Agreement and the related Servicing Supplement, whether with respect to the Servicing Fee or otherwise, so terminated with respect to one or more Sub-Trusts shall, as applicable, vest in and be assumed by a Successor Servicer appointed by the Trustee pursuant to a servicing agreement with the Origination Trust and the Related Beneficiary, containing substantially the same provisions as this Agreement in respect of the related Sub-Trust (including those with respect to the compensation of such Successor Servicer). The Trustee is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments (including any notices to Lessees deemed necessary or advisable by the Trustee), and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Such action shall include, directing any or all of the related Lessees to remit payments on or in respect of the related Leases and Leased Vehicles to an account or address designated by the Trustee or the Successor Servicer. The Servicer shall comply with its obligations under Section 6.01(b) in connection with any such termination. (d) All reasonable costs and expenses incurred in connection with transferring the servicing of the related Leases and Leased Vehicles to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the Trust Agent, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. In the event that a Servicer fails to pay costs and expenses for which it is responsible under this Section within a reasonable time after presentation of such documentation, the Successor Servicer shall be entitled to reimbursement therefor as a Liability payable from Trust Assets in accordance with Section 3.08 of the Origination Trust Agreement, and the Origination Trust shall be subrogated to the reimbursement rights of the Successor Servicer against the departing Servicer. (e) At the direction of the Registered Pledgee, or if there is none, the Required ~~Percentage)~~Related Holders, the ~~Vehicle~~ Trustee shall waive ~~any~~ default by the Servicer in the performance of its ~~duties under the Servicing Agreement~~ obligations hereunder and its ~~consequences~~consequences with regard to any Sub-Trust, except that any such waiver in respect of a Sub-Trust created pursuant to a Supplement may only be given in accordance with such Supplement or the related Servicing Supplement. Upon any such waiver by the ~~waiver~~ Trustee of a past default, such default ~~will~~ shall cease to ~~exist~~ exist, and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of this Agreement and the related Servicing Supplement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (cf) ~~In addition to~~ If the ~~provisions of Section 4.1(b) of the Basic Servicing Agreement, if a~~ Servicer ~~Default shall have occurred and be continuing with respect to the 2016-2 SUBI~~resigns or is terminated as Servicer hereunder, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the ~~holder~~ Required Related Holders, shall appoint a Successor Servicer hereunder. If a Successor Servicer is not appointed by the effective date of the ~~SUBI Certificate~~ predecessor Servicer's termination hereunder or resignation pursuant to Section 5.04, the Trust Agent shall act as Successor Servicer with respect to the Sub-Trust or Sub-Trusts affected hereby. If the Origination Trust Agent is unwilling or legally unable to so act, then the Origination Trust shall promptly appoint or petition a court of competent jurisdiction to appoint as Successor Servicer with respect to such Sub-Trust or Sub-Trusts any established entity the regular business of which includes the servicing of motor vehicle leases or retail installment sale contracts. (~~which holder for this purpose will be~~ g) In the ~~Indenture~~ event of the partial termination by the Trustee of any, but not all, of the Servicer's rights and powers hereunder, the Servicer (and, except with respect to UTI Assets, unless otherwise directed by the Trustee) shall continue to service, ~~acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will~~ administer and collect Leases and Leased Vehicles in unaffected Sub-Trusts and shall have the right to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~receive servicing compensation in accordance with Section 2.09 with respect to all such unaffected Sub-Trusts. (fh) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a ~~successor~~ Successor Servicer may not be in excess of that permitted the predecessor ~~Servicer~~Servicer unless the related Holders bear such excess costs exclusively. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Agreement (Nissan Auto Lease Trust 2004-A), Servicing Agreement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2011-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2011-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2011-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2011-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2011-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2011-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2011-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2011-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2011-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2011-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2011-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2011-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2011-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2011-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2011-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2011-B), Servicing Supplement (Nissan Auto Lease Trust 2011-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2015-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2015-A Lease and the related 2015-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2015-A Lease and the related 2015-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2015-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2015-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2015-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2015-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2015-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2015-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2015-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2015-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2015-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2015-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2015-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2015-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2015-A Servicing Supplement, to the extent of the funds available ~~therefor.~~therefor with respect to all Advances made by the Servicer. 11 (NALT 2015-A SUBI Servicing Supplement)

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2015-A), Servicing Supplement (Nissan Auto Lease Trust 2015-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2011-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2011-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2011-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2011-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2011-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2011-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2011-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2011-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2011-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2011-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2011-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2011-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2011-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2011-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2011-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: 2011 a Subi Servicing Supplement (Nissan Auto Lease Trust 2011-A), 2011 a Subi Servicing Supplement (Nissan Auto Lease Trust 2011-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2012-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2012-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2012-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2012-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2012-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2012-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2012-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2012-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2012-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2012-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2012-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2012-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2012-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2012-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2012-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2012-A), Servicing Supplement (Nissan Auto Lease Trust 2012-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2012-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2012-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of 9 (NALT 2012-B SUBI Servicing Supplement) written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer;; provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2012-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer;; provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2012-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2012-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2012-2 B SUBI. ~~Notwithstanding the foregoing, delay in or failure of performance referred to under clause~~ 10 (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the NALT 2012-B SUBI Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.Supplement) (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2012-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2012-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2012-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2012-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2012-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2012-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2012-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2012-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2012-B Servicing Supplement, to the extent of the funds available ~~therefor.~~therefor with respect to all Advances made by the Servicer. 11 (NALT 2012-B SUBI Servicing Supplement)

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2012-B), Servicing Supplement (Nissan Auto Lease Trust 2012-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2023-A Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, 8 (NALT 2023-A Series Servicing Supplement) (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-~~2 SUBI~~ A Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2023-A Lease and the related 2023-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-~~2 SUBI Certificate~~A Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2023-A Lease and the related 2023-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2023-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016~~2023-~~2 SUBI~~ A Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the ~~2016~~2023-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsA Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 2023-A Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 2023-A Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 2023-A Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2023-A Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2023-A Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor ServicerIssuing Entity, the ~~successor Servicer shall assume all of the rights and obligations of~~ Depositor, the Servicer ~~under~~ (so long as NMAC or an Affiliate is the ~~Servicing Agreement; provided, however, that no successor Servicer shall have~~ Servicer) and any ~~responsibilities~~ of their respective Affiliates) until the final distribution is made with respect to ~~making any Advance~~the 2023-A Series Assets. ~~Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer.~~10 (NALT 2023-A Series Servicing Supplement) (gd) ~~In the event~~ If the Servicer is removed with respect to servicing the ~~2016~~2023-~~2 SUBI~~ A Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2023-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2023-A), Servicing Supplement (Nissan Auto Lease Trust 2023-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2016-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the 2016-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2016-A Lease and the related 2016-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2016-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2016-A Lease and the related 2016-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2016-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2016-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the 2016-2 A SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the 2016-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2016-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2016-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2016-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2016-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2016-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2016-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2016-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2016-A SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the 2016-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2016-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2016-A), Servicing Supplement (Nissan Auto Lease Trust 2016-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2019-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2019-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2019-B Lease and the related 2019-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2019-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2019-B Lease and the related 2019-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2019-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2019-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2019-2 B SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2019-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2019-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2019-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2019-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2019-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2019-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2019-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2019-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2019-B SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2019-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2019-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2021-2 1 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2021-2 1 SUBI ~~Certificate,~~ Certificate or the Noteholders ~~or the Trust Certificateholders,~~ and continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2021-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2021-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2021-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2021-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2021-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2021-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2021-1), Servicing Supplement (BMW Vehicle Lease Trust 2021-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the 2016-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2016-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the 2016-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2016-1), Servicing Supplement (BMW Vehicle Lease Trust 2016-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2014-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2014-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2014-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2014-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2014-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2014-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Auto Leasing LLC), Servicing Supplement (BMW Auto Leasing LLC)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2017-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2017-A Lease and the related 2017-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2017-A Lease and the related 2017-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2017-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2017-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2017-2 A SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2017-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2017-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2017-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2017-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2017-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2017-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2017-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2017-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2017-A SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2017-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2017-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2017-A), Servicing Supplement (Nissan Auto Lease Trust 2017-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2024-A Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, 8 (NALT 2024-A Series Servicing Supplement) (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-~~2 SUBI~~ A Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2024-A Lease and the related 2024-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-~~2 SUBI Certificate~~A Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2024-A Lease and the related 2024-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2024-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016~~2024-~~2 SUBI~~ A Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the ~~2016~~2024-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsA Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 2024-A Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(d) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 2024-A Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 2024-A Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2024-A Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2024-A Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor ServicerIssuing Entity, the ~~successor Servicer shall assume all of the rights and obligations of~~ Depositor, the Servicer ~~under~~ (so long as NMAC or an Affiliate is the ~~Servicing Agreement; provided, however, that no successor Servicer shall have~~ Servicer) and any ~~responsibilities~~ of their respective Affiliates) until the final distribution is made with respect to ~~making any Advance~~the 2024-A Series Assets. ~~Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer.~~10 (NALT 2024-A Series Servicing Supplement) (gd) ~~In the event~~ If the Servicer is removed with respect to servicing the ~~2016~~2024-~~2 SUBI~~ A Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2024-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2024-A), Servicing Supplement (Nissan Auto Lease Trust 2024-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2010-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2010-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2010-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2010-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2010-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2010-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2010-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2010-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2010-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2010-B SUBI Assets, subject to the consent of the Titling Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2010-B SUBI Assets, the ~~Vehicle Trustee shall~~ Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2010-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2010-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2010-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2010-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2010-B), Servicing Supplement (Nissan Auto Lease Trust 2010-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2018-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2018-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2018-A Lease and the related 2018-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2018-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2018-A Lease and the related 2018-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2018-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2018-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2018-2 A SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2018-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2018-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2018-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2018-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2018-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2018-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2018-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2018-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2018-A SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2018-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2018-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 20[•]-[•] Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2 SUBI~~ 20[•]-[•] Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 20[•]-[•] Lease and the related 20[•]-[•] Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2 SUBI Certificate~~20[•]-[•] Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 20[•]-[•] Lease and the related 20[•]-[•] Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 20[•]-[•] Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016-2 SUBI~~ 20[•]-[•] Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations20[•]-[•] Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 20[•]-[•] Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 20[•]-[•] Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 20[•]-[•] Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~20[•]-[•] Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 20[•]-[•] Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 20[•]-[•] Series Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016-2 SUBI~~ 20[•]-[•] Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 20[•]-[•] Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2016-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the 2016-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2016-B Lease and the related 2016-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2016-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2016-B Lease and the related 2016-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2016-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2016-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the 2016-2 B SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the 2016-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2016-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2016-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2016-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2016-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2016-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2016-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2016-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2016-B SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the 2016-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2016-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2016-B), Servicing Supplement (Nissan Auto Lease Trust 2016-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2023-B Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, 8 (NALT 2023-B Series Servicing Supplement) (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-~~2 SUBI~~ B Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2023-B Lease and the related 2023-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-~~2 SUBI Certificate~~B Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2023-B Lease and the related 2023-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2023-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016~~2023-~~2 SUBI~~ B Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the ~~2016~~2023-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsB Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 2023-B Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 2023-B Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 2023-B Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2023-B Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2023-B Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor ServicerIssuing Entity, the ~~successor Servicer shall assume all of the rights and obligations of~~ Depositor, the Servicer ~~under~~ (so long as NMAC or an Affiliate is the ~~Servicing Agreement; provided, however, that no successor Servicer shall have~~ Servicer) and any ~~responsibilities~~ of their respective Affiliates) until the final distribution is made with respect to ~~making any Advance~~the 2023-B Series Assets. ~~Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer.~~10 (NALT 2023-B Series Servicing Supplement) (gd) ~~In the event~~ If the Servicer is removed with respect to servicing the ~~2016~~2023-~~2 SUBI~~ B Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2023-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2023-B), Servicing Supplement (Nissan Auto Lease Trust 2023-B)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-2 1 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-2 1 SUBI ~~Certificate, the Noteholders~~ Certificate or the ~~Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2023-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2023-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2023-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2023-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2023-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2023-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2023-1), Servicing Supplement (BMW Vehicle Lease Trust 2023-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2015-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2015-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2015-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the ~~2016~~2015-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2015-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2015-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Auto Leasing LLC), Servicing Supplement (BMW Auto Leasing LLC)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2019-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2019-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2019-A Lease and the related 2019-A Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2019-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2019-A Lease and the related 2019-A Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2019-A Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or 10 (vNALT 2019-A SUBI Servicing Supplement) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2019-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2019-2 A SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2019-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2019-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2019-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2019-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2019-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2019-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2019-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2019-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2019-A SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2019-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2019-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-2 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2023-2 SUBI ~~Certificate, the Noteholders~~ Certificate or the ~~Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2023-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2023-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2023-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2023-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2023-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2023-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2023-2), Servicing Supplement (BMW Vehicle Lease Trust 2023-2)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2010-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2010-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2010-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2010-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2010-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2010-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2010-1), Servicing Supplement (BMW Vehicle Lease Trust 2010-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2024-B Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause to be delivered, any required payment to the ~~delivery to~~ Securities Intermediary or the Indenture Trustee for distribution to the ~~Noteholders, to the Owner Trustee for distribution to~~ Noteholders or the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five (5) Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, the ~~Owner Trustee~~ Noteholders or ~~Noteholders~~ the Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-~~2 SUBI~~ B Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable 8 (NALT 2024-B Series Servicing Supplement) Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2024-B Lease and the related 2024-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2024-~~2 SUBI Certificate~~B Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2024-B Lease and the related 2024-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2024-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or 9 (vNALT 2024-B Series Servicing Supplement) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016~~2024-~~2 SUBI~~ B Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the ~~2016~~2024-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsB Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 2024-B Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(d) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 2024-B Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 2024-B Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2024-B Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2024-B Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2024-B Series Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2024-~~2 SUBI~~ B Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2024-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2024-B), Servicing Supplement (Nissan Auto Lease Trust 2024-B)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2012-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2012-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2012-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2012-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2012-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2012-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2012-1), Servicing Supplement (BMW Vehicle Lease Trust 2012-1)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2017-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2017-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2017-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the ~~2016~~2017-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2017-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2017-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2017-1), Servicing Supplement (BMW Vehicle Lease Trust 2017-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2014-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2014-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation 9 (NALT 2014-B SUBI Servicing Supplement) of a 2014-B Lease and the related 2014-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2014-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2014-B Lease and the related 2014-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2014-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or 10 (vNALT 2014-B SUBI Servicing Supplement) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2014-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2014-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2014-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2014-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2014-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2014-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2014-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2014-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2014-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2014-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2014-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2014-B Servicing Supplement, to the extent of the funds available ~~therefor.~~therefor with respect to all Advances made by the Servicer. 11 (NALT 2014-B SUBI Servicing Supplement)

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2014-B), Servicing Supplement (Nissan Auto Lease Trust 2014-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2020-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2020-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 2020-B Lease and the related 2020-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2020-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2020-B Lease and the related 2020-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2020-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2020-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2020-2 B SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2020-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2020-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2020-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2020-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2020-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2020-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2020-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2020-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2020-B SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2020-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2020-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer. (e) Notwithstanding anything to the contrary set forth in this 2020-B Servicing Supplement or in any Lease Document, if the Trust Agent is acting as successor Servicer pursuant to this 2020-B Servicing Supplement, it shall have no duty as Trust Agent, as Titling Trustee or as successor Servicer to (i) monitor or determine whether a substitute benchmark should or could be selected with respect to any 2020-B Lease, (ii) determine any substitute benchmark with respect to any 2020-B Lease or (iii) exercise any right related to the foregoing on behalf of the Issuing Entity, the Noteholders or any other Person.

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii), Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2013-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2013-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer;; provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2013-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer;; provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2013-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2013-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2013-2 A SUBI. ~~Notwithstanding the foregoing, delay in or failure of performance referred to under clause~~ 10 (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the NALT 2013-A SUBI Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.Supplement) (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2013-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2013-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2013-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2013-A SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2013-A SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2013-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2013-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2013-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2013-A Servicing Supplement, to the extent of the funds available ~~therefor.~~therefor with respect to all Advances made by the Servicer. 11 (NALT 2013-A SUBI Servicing Supplement)

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2013-A), Servicing Supplement (Nissan Auto Lease Trust 2013-A)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2015-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2015-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2015-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2015-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the ~~2016~~2015-2 1 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2015-2 1 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2015-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2015-1), Servicing Supplement (BMW Auto Leasing LLC)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2011-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2011-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2011-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2011-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2011-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2011-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 2 contracts

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2011-1), Servicing Supplement (BMW Vehicle Lease Trust 2011-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2017-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation 9 (NALT 2017-B SUBI Servicing Supplement) of a 2017-B Lease and the related 2017-B Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2017-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of the a 2017-B Lease and the related 2017-B Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 2017-B Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or 10 (vNALT 2017-B SUBI Servicing Supplement) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2017-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2017-2 B SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicer Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2017-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2017-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2017-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 2017-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2017-B SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2017-B SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2017-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2017-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 2017-B SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2017-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2017-B Servicing Supplement, to the extent of the funds available ~~therefor.~~therefor with respect to all Advances made by the Servicer. 11 (NALT 2017-B SUBI Servicing Supplement)

Appears in 2 contracts

Samples: Servicing Supplement (Nissan Auto Lease Trust 2017-B), Servicing Supplement (Nissan Auto Lease Trust 2017-B)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute ~~an Event of~~ a Servicer Default under the Servicing ~~Agreement (each, a “Servicer Default”):~~Agreement: (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2007-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2007-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2007-2 1 SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any Other SUBI and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default ~~or Event of Default~~ (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2007-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by ~~a Force Majeure~~force majeure or other similar occurrence. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2007-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy ~~made available~~ to each Rating Agency ~~and~~ or any ~~rating agency rating any~~ other securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the earlier of the date ~~a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after~~ specified in the termination ~~of the Servicer (but in~~ notice or, if no ~~event more than 10 Business Days after any~~ such ~~termination)~~date is specified therein, the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” date of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s ~~electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes~~ receipt of ~~the UCC, and shall deliver~~ such ~~tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate~~notice. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2007-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 1 contract

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2007-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 20[•]-[•] Series: (i) the Servicer ~~shall fail~~ fails to deliver, or cause to be delivered, any required payment to the ~~delivery to~~ Securities Intermediary or the Indenture Trustee for distribution to the ~~Noteholders, to the Owner Trustee for distribution to~~ Noteholders or the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five (5) Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, the ~~Owner Trustee~~ Noteholders or ~~Noteholders~~ the Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2 SUBI~~ 20[•]-[•] Series Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 20[•]-[•] Lease and the related 20[•]-[•] Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2 SUBI Certificate~~20[•]-[•] Series Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture Trustee~~ Titling Company Registrar or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 20[•]-[•] Lease and the related 20[•]-[•] Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 20[•]-[•] Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, any Servicer Default with respect to the ~~2016-2 SUBI~~ 20[•]-[•] Series shall not constitute ~~an Event of~~ a Servicer Default with respect to any Other ~~SUBI~~ Series and any ~~Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default with respect to any Other ~~SUBI~~ Series shall constitute a ~~Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ servicer default only with respect to such ~~Other SUBI~~ Series and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations20[•]-[•] Series. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the Servicer shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) If a Servicer Default shall have occurred and is continuing with respect to the 20[•]-[•] Series, the Titling Company Registrar, on behalf of the ~~Holder (which for this purpose shall be the Indenture Trustee acting~~ Titling Company, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(d) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Depositor and the holders of the Rated Securities affected by that Servicer Default, terminate the rights and obligations of the Servicer under this 20[•]-[•] Servicing Supplement. In the event that the Servicer is removed as servicer with respect to servicing the 20[•]-[•] Series Assets, subject to the consent of the Titling Company Registrar, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Company Registrar. Such successor Servicer shall be approved by the Titling Company Registrar, such approval not to be unreasonably withheld. The Titling Company Registrar, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~20[•]-[•] Series and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 20[•]-[•] Series Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 20[•]-[•] Series Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016-2 SUBI~~ 20[•]-[•] Series Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 20[•]-[•] Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan-Infiniti Lt LLC)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2009-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2009-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2009-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2009-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2009-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2009-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2009-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2009-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2009-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2009-A SUBI Assets, subject to the consent of the Titling Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2009-A SUBI Assets, the ~~Vehicle Trustee shall~~ Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2009-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2009-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2009-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2009-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2004-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders~~ Certificateholders, or fails to deliver to the ~~Vehicle~~ Trustee (acting through the Trust Agent) for distribution to ~~holders of interests in~~ the ~~UTI,~~ Indenture Trustee and the ~~SUBI or any Other SUBI,~~ Owner Trustee any required payment, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner ~~Trustee~~ Trustee, or ~~Noteholders~~ holders of Notes or Trust Certificates evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities (which for this purpose includes Trust Certificates held by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to deposit, apply, or distribute any amounts in the manner and at such time as required pursuant to the Servicing Agreement, including a 8 Servicing Supplement failure to deliver to the Trustee for distribution to or for the account of a Holder of the 2004-A SUBI Certificate, any amounts required to be so distributed pursuant to the Servicing Agreement, and such failure shall have continued for a period of ten Business Days after either discovery of such failure by an officer of the Servicer or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; (iii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of the Titling Trust or a Holder of the ~~2016~~2004-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or Trust Certificateholders~~, as applicable~~, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes,~~ related Holder or such default becomes known to the Servicer; (~~iii~~iv) the Servicer fails to deliver to the Trustee any report required to be delivered to the Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee; (v) the Servicer fails to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Trust pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; (vi) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2004-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 90 30 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes~~related Holder, or such default becomes known to the Servicer; (ivvii) the Servicer fails to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, the premium in respect of the Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or a Holder of the 2004-A SUBI Certificate; or (viii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (vB) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of ~~or taking possession by~~ a receiver, liquidator, assignee, trustee, custodian, ~~sequestrator~~ sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the 2016-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 9 Servicing Supplement~~, to the extent of the funds available therefor.~~

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Lease Trust 2004-A)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[__]-[__] SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 [90] days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[__]-[__] SUBI ~~Certificate, the Noteholders~~ Certificate or the ~~Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 [90] days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 [90] consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016-2~~ 20[__]-[__] SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016-2~~ 20[__]-[__] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016-2~~ 20[__]-[__] SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016-2~~ 20[__]-[__] Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016-2~~ 20[__]-[__] Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016-2~~ 20[__]-[__] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 1 contract

Samples: Servicing Supplement (Financial Services Vehicle Trust)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[__]-[__] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[__]-[__] SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016-2~~ 20[__]-[__] SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016-2~~ 20[__]-[__] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016-2~~ 20[__]-[__] SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016-2~~ 20[__]-[__] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 1 contract

Samples: Servicing Supplement (BMW Auto Leasing LLC)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 200[ ]-[ ] SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~200[ ]-2 [ ] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~200[ ]-2 [ ] SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 200[ ]-[ ] SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~200[ ]-2 [ ] SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~200[ ]-2 [ ] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 200[ ]-[ ] SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 200[ ]-[ ] SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 200[ ]-[ ] Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 200[ ]-[ ] SUBI Assets, subject to the consent of the Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 200[ ]-[ ] SUBI Assets, the ~~Vehicle Trustee shall~~ Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~200[ ]-[ ] SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 200[ ]-[ ] SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Aggregate Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~200[ ]-2 [ ] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 200[ ]-[ ] Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan-Infiniti Lt)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2003-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders~~ Certificateholders, or fails to deliver to the ~~Vehicle~~ Trustee (acting through the Trust Agent) for distribution to ~~holders of interests in~~ the ~~UTI,~~ Indenture Trustee and the ~~SUBI or any Other SUBI,~~ Owner Trustee any required payment, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner ~~Trustee~~ Trustee, or ~~Noteholders~~ holders of Notes or Trust Certificates evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities (which for this purpose includes Trust Certificates held by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to deposit, apply, or distribute any amounts in the manner and at such time as required pursuant to the Servicing Agreement, including a Servicing Supplement failure to deliver to the Trustee for distribution to or for the account of a Holder of the 2003-A SUBI Certificate, any amounts required to be so distributed pursuant to the Servicing Agreement, and such failure shall have continued for a period of ten Business Days after either discovery of such failure by an officer of the Servicer or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; (iii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of the Titling Trust or a Holder of the ~~2016~~2003-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or Trust Certificateholders~~, as applicable~~, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes,~~ related Holder or such default becomes known to the Servicer; (~~iii~~iv) the Servicer fails to deliver to the Trustee any report required to be delivered to the Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee; (v) the Servicer fails to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Trust pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; (vi) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2003-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 90 30 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes~~related Holder, or such default becomes known to the Servicer; (ivvii) the Servicer fails to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, the premium in respect of the Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or a Holder of the 2003-A SUBI Certificate; or (viii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (vB) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of ~~or taking possession by~~ a receiver, liquidator, assignee, trustee, custodian, ~~sequestrator~~ sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the 2016-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement~~, to the extent of the funds available therefor.~~

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2010-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2010-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2010-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2010-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2010-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2010-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2010-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2010-A SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2010-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2010-A SUBI Assets, subject to the consent of the Titling Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2010-A SUBI Assets, the ~~Vehicle Trustee shall~~ Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2010-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2010-A SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2010-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2010-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: 2010 a Subi Servicing Supplement (Nissan Auto Lease Trust 2010-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 20[●]-[●] SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[●]-[●] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 20[●]-[●] Lease and the related 20[●]-[●] Vehicle by the Servicer pursuant to Section 8.02(a) shall be the sole remedy available with respect to a breach of Section 8.02(a)); provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[●]-[●] SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the ~~Servicer;~~Servicer (it being understood that the making of a Repurchase Payment and reallocation of a 20[●]-[●] Lease and the related 20[●]-[●] Vehicle by the Servicer pursuant to Section 8.02(b) shall be the sole remedy available with respect to a breach of the representations and warranties of the Servicer in Section 8.02(b) with respect to such 20[●]-[●] Lease); provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order, or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay, its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 20[●]-[●] SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016-2~~ 20[●]-[●] SUBI shall not constitute ~~an Event of~~ a Servicer Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016-2~~ 20[●]-[●] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 20[●]-[●] SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 20[●]-[●] SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the ~~Required Percentage~~Servicer, the Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the ~~Vehicle Trustee~~ Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 20[●]-[●] Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 20[●]-[●] SUBI Assets, subject to the consent of the Titling Trustee, the Required Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 20[●]-[●] SUBI Assets, the Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~20[●]-[●] SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee 11 (NALT 20[●]-[●] SUBI Servicing Supplement) of the 20[●]-[●] SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ final distribution is made with respect to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~the 20[●]-[●] SUBI Assets. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016-2~~ 20[●]-[●] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 20[●]-[●] Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan-Infiniti Lt)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2009-B SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2009-2 B SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2009-2 B SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2009-B SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2009-2 B SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2009-2 B SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2009-B SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2009-B SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2009-B Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2009-B SUBI Assets, subject to the consent of the Titling Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2009-B SUBI Assets, the ~~Vehicle Trustee shall~~ Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2009-B SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2009-B SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2009-2 B SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2009-B Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Lease Trust 2009-B)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2006-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2006-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2006-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2006-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2006-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2006-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2006-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2006-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2006-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2006-A SUBI Assets, subject to the consent of the Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2006-A SUBI Assets, the ~~Vehicle Trustee shall~~ Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2006-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2006-A SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Trust, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Aggregate Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2006-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2006-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding~~ In addition to the provisions of Section ~~4.1(a)~~ 4.1 of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an ~~Event of~~ Servicer Default under the Servicing ~~Agreement (each, a “Servicer Default”):~~Agreement: (i) the Servicer shall fail to maintain or pay when due the premium in respect of any Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or from any holder of Securities; (ii) the Servicer shall fail to deliver to the Indenture Trustee (or any successor to the duties of the Indenture Trustee) any report required to be delivered to the Indenture Trustee or the Issuer pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 15 Business Days after discovery of that failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; or (iii) the Servicer shall fail to deliver to the Vehicle Trustee (or any successor to the duties of the Vehicle Trustee) any report required to be delivered to the Vehicle Trustee or the Issuer pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 15 Business Days after discovery of that failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Vehicle Trustee or the Owner Trustee; or (iv) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders to the Owner Trustee for distribution to the ~~Trust~~ Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the ~~SUBI~~ SUBIs or any Other SUBI, any required payment, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or ~~Noteholders~~ holders of Securities evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the 2016-2 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the 2016-2 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any ~~Servicer Default~~ such failure with respect to the ~~2016~~2000-~~2 SUBI~~ A SUBIs shall ~~not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute~~ be a Servicer Default ~~or Event of Default (as such term is defined in the Basic Servicing Agreement)~~ only with respect to such ~~Other SUBI~~ 2000-A SUBIs and not with respect to ~~the 2016~~any other Sub-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsTrust. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any ~~Noteholders~~ holders of Rated Securities, prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a an Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2000-~~2 SUBI~~A SUBIs, the ~~Vehicle~~ Trustee ~~may~~on behalf of the Trust shall, ~~to the extent such Servicer Default relates to the SUBI Assets, upon~~ at the direction of the ~~holder~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and ~~pledgee~~ the holders of the ~~SUBI Certificates~~Rated Securities, terminate ~~all of~~ the rights and obligations of the Servicer under this Servicing Supplement in accordance with such Section. In the ~~Servicing Agreement~~ event the Servicer is removed as Servicer with respect to servicing the 2000-A SUBI Assets, subject to the consent of the Trustee, the Required Related Holders shall appoint a successor servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. With respect to any Servicer Default related to the 2000-A SUBI Assets, the Trustee, acting on the direction of the Required Related Holders may waive any default of the Servicer. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ "Required Related Holders" shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2000-A SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Senior Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI~~ Trust Certificateholders until the Aggregate Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (gd) In the event the Servicer is removed with respect to servicing the ~~2016~~2000-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 1 contract

Samples: Servicing Supplement (BMW Manufacturing Lp)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2005-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2005-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2005-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2005-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2005-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2005-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2005-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer's efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2005-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2005-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2005-A SUBI Assets, subject to the consent of the Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2005-A SUBI Assets, the ~~Vehicle Trustee shall~~ Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2005-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2005-A SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Trust, ~~acting at~~ the ~~direction~~ Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Aggregate Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2005-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2005-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2009-2 1 SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2009-2 1 SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2009-2 1 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~2009-2 1 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by ~~a Force Majeure~~force majeure or other similar occurrence. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2009-2 1 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy ~~made available~~ to each Rating Agency ~~and~~ or any ~~rating agency rating any~~ other securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor ~~Servicer~~Xxxxxxxx, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor ~~Servicer~~Servicer unless such excess in approved by Noteholders evidencing 100% of the Outstanding Amount. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2009-2 1 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 1 contract

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2009-1)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2004-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders~~ Certificateholders, or fails to deliver to the ~~Vehicle~~ Trustee (acting through the Trust Agent) for distribution to ~~holders of interests in~~ the ~~UTI,~~ Indenture Trustee and the ~~SUBI or any Other SUBI,~~ Owner Trustee any required payment, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner ~~Trustee~~ Trustee, or ~~Noteholders~~ holders of Notes or Trust Certificates evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities (which for this purpose includes Trust Certificates held by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to deposit, apply, or distribute any amounts in the manner and at such time as required pursuant to the Servicing Agreement, including a Servicing Supplement failure to deliver to the Trustee for distribution to or for the account of a Holder of the 2004-A SUBI Certificate, any amounts required to be so distributed pursuant to the Servicing Agreement, and such failure shall have continued for a period of ten Business Days after either discovery of such failure by an officer of the Servicer or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; (iii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of the Titling Trust or a Holder of the ~~2016~~2004-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or Trust Certificateholders~~, as applicable~~, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes,~~ related Holder or such default becomes known to the Servicer; (~~iii~~iv) the Servicer fails to deliver to the Trustee any report required to be delivered to the Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee; (v) the Servicer fails to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Trust pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; (vi) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2004-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 90 30 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes~~related Holder, or such default becomes known to the Servicer; (ivvii) the Servicer fails to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, the premium in respect of the Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or a Holder of the 2004-A SUBI Certificate; or (viii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (vB) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of ~~or taking possession by~~ a receiver, liquidator, assignee, trustee, custodian, ~~sequestrator~~ sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the 2016-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the 2016-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement~~, to the extent of the funds available therefor.~~

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Lease Trust 2004-A)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~[____]-2 [_] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~[____]-2 [_] SUBI Certificate, the Noteholders or the Trust Certificateholders, continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~[____]-2 [_] SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other~~ SUBI and not with respect to the ~~2016~~[____]-2 [_] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by ~~a Force Majeure~~force majeure or other similar occurrence. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~[____]-2 [_] SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy ~~made available~~ to each Rating Agency ~~and~~ or any ~~rating agency rating any~~ other securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor ~~Servicer~~Servicer unless such excess in approved by Noteholders evidencing 100% of the Outstanding Amount. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~[____]-2 [_] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 1 contract

Samples: Servicing Supplement (BMW Auto Leasing LLC)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”): (i) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the Noteholders, to the Owner Trustee for distribution to the Trust Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues unremedied for 5 Business Days after (A) discovery of such failure by an officer of the Servicer or (B) receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, voting together as a single class; or (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section 2.14(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2021-2 SUBI ~~Certificate,~~ Certificate or the ~~Noteholders or Trust Certificateholders~~Noteholders, as applicable, and which failure continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2021-2 SUBI ~~Certificate,~~ Certificate or the Noteholders ~~or the Trust Certificateholders,~~ and continues unremedied for 90 days after (A) receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes, or (B) such default becomes known to the Servicer; (iv) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that any Servicer Default with respect to the ~~2016~~2021-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the ~~2016~~2021-2 SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any Noteholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the ~~2016~~2021-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the ~~Indenture Trustee or~~ successor Servicer unless otherwise instructed by the Indenture Trustee~~’s designee at the place or places as the Indenture Trustee may reasonably designate~~; provided, however, that with respect to “authoritative copies” of the ~~2016~~2021-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the ~~2016~~2021-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required Percentage) will appoint a successor Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~2021-2 SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this Servicing Supplement, to the extent of the funds available therefor.

Appears in 1 contract

Samples: Servicing Supplement (BMW Vehicle Lease Trust 2021-2)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a "Servicer Default" under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2003-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders~~ Certificateholders, or fails to deliver to the ~~Vehicle~~ Trustee (acting through the Trust Agent) for distribution to ~~holders of interests in~~ the ~~UTI,~~ Indenture Trustee and the ~~SUBI or any Other SUBI,~~ Owner Trustee any required payment, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner ~~Trustee~~ Trustee, or ~~Noteholders~~ holders of Notes or Trust Certificates evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities (which for this purpose includes Trust Certificates held by the Trust, the Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to deposit, apply, or distribute any amounts in the manner and at such time as required pursuant to the Servicing Agreement, including a failure to deliver to the Trustee for distribution to or for the account of a Holder of the 2003-A SUBI Certificate, any amounts required to be so distributed pursuant to the Servicing Agreement, and such failure shall have continued for a period of ten Business Days after either discovery of such failure by an officer of the Servicer or written notice of such failure shall have been given to the Servicer by the Trustee or such Holder; (iii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of the Titling Trust or a Holder of the ~~2016~~2003-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or Trust Certificateholders~~, as applicable~~, and which continues unremedied for 90 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes,~~ related Holder or such default becomes known to the Servicer; (~~iii~~iv) the Servicer fails to deliver to the Trustee any report required to be delivered to the Trustee pursuant to the Servicing Agreement, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee; (v) the Servicer fails to deliver to the Indenture Trustee any report required to be delivered to the Indenture Trustee or the Trust pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 30 Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; (vi) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2003-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, and, if such default is of a type that may be corrected, the failure continues unremedied for 90 30 days after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders evidencing not less than a majority of the aggregate unpaid principal balance of the Notes~~related Holder, or such default becomes known to the Servicer; (ivvii) the Servicer fails to maintain, or cause to be maintained, or pay when due, or cause to be paid when due, the premium in respect of the Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee or a Holder of the 2003-A SUBI Certificate; or (viii) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (vix) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2003-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2003-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2003-2 A SUBI. Notwithstanding the foregoing, a delay in or failure of performance ~~referred to~~ under (a) clauses (i) and (ii) for a period of ten Business Days, (b) clause (iii) for a period of 120 days, ~~under clause~~ (ic) ~~for a period of 45 days or clause~~ clauses (iv) and (v) for a period of 60 days, ~~will~~ or (d) clause (vi) for a period of 90 days shall not constitute a Servicer Default if ~~that failure or delay was~~ caused by a Force ~~Majeure~~Majeure Event. Upon the occurrence of any ~~such event~~Force Majeure Event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer ~~will~~ must provide to the Trustee, the Indenture Trustee, the ~~Vehicle Trustee, the Depositor~~ Owner Trustee and the ~~Securityholders~~ Transferor prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2003-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer's efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2003-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2003-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2003-A SUBI Assets, subject to the consent of the Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2003-A SUBI Assets, the ~~Vehicle Trustee shall~~ Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2003-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2003-A SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Trust, ~~acting at~~ the ~~direction~~ Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Aggregate Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2003-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2003-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Lease Trust 2003-A)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2008-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2008-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2008-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2008-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2008-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2008-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2008-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2008-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2008-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2008-A SUBI Assets, subject to the consent of the Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2008-A SUBI Assets, the ~~Vehicle Trustee shall~~ Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2008-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2008-A SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Trust, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Aggregate Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2008-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2008-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan-Infiniti Lt)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 20[•]-[•] SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class; orprovided, however, that a failure under this clause (i) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[•]-[•] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer;; provided, however, that a failure under this clause (ii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[•]-[•] SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer;; provided, however, that a failure under this clause (iii) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence, or (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) fails to pay, or is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 20[•]-[•] SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016-2~~ 20[•]-[•] SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016-2~~ 20[•]-[•] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 20[•]-[•] SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 20[•]-[•] SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, the Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 20[•]-[•] Servicing Supplement in accordance with such Section. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). In the event that the Servicer is removed as servicer with respect to servicing the 20[•]-[•] SUBI Assets, subject to the consent of the Titling Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 20[•]-[•] SUBI Assets, the ~~Vehicle Trustee shall~~ Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~20[•]-[•] SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 20[•]-[•] SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016-2~~ 20[•]-[•] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 20[•]-[•] Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 20[•]-[•] SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[•]-[•] SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016-2~~ 20[•]-[•] SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Titling Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or ~~order~~ order; or (v) the Servicer (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy laws (E) is adjudicated to be bankrupt or insolvent, (F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any corporate action for the purpose of effecting any of the foregoing, and in each case, the continuance of any such event remains unstayed and in effect for a period of 90 consecutive days; or (v) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 20[•]-[•] SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016-2~~ 20[•]-[•] SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016-2~~ 20[•]-[•] SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 20[•]-[•] SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the (NALT 20[•]-[•] SUBI Servicing Supplement) passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 20[•]-[•] SUBI, the Titling Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, the Related Beneficiary and the holders of the Rated Securities affected by that Servicer Default, and such notice will terminate the rights and obligations of the Servicer under this 20[•]-[•] Servicing Supplement in accordance with such Section. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). In the event that the Servicer is removed as servicer with respect to servicing the 20[•]-[•] SUBI Assets, subject to the consent of the Titling Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Titling Trustee. Such successor Servicer shall be approved by the Titling Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 20[•]-[•] SUBI Assets, the ~~Vehicle Trustee shall~~ Titling Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~20[•]-[•] SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 20[•]-[•] SUBI Certificate), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Issuing Entity, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016-2~~ 20[•]-[•] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 20[•]-[•] Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Subi Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) ~~Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any~~ Each of the following ~~shall constitute an Event of Default~~ acts or occurrences constitutes a “Servicer Default” under the Servicing Agreement ~~(each, a “Servicer Default”):~~with respect to the 2007-A SUBIs: (i) the Servicer ~~shall fail~~ fails to deliver, or cause ~~the delivery~~ to be delivered, any required payment to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders or to the Owner Trustee for distribution to the Trust ~~Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment~~Certificateholders, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee, ~~the Owner Trustee~~ or Noteholders or Trust Certificateholders, as applicable, evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of~~ applicable Securities (which for this purpose includes Trust Certificates held by the ~~Notes~~Trust, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and their respective Affiliates), voting together as a single class~~; or~~; (ii) the Servicer fails to duly observe or perform in any material respect any of its covenants or agreements in the Servicing Agreement not otherwise covered in this Section ~~2.14(a~~8.12(a), which failure materially and adversely affects the rights of a Holder of the ~~2016~~2007-2 A SUBI Certificate, the Noteholders or Trust Certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ at least a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes,~~ applicable Securities or such default becomes known to the Servicer; (iii) any representation, warranty, or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of a Holder of the ~~2016~~2007-2 A SUBI ~~Certificate~~Certificate or the holders of the Notes, ~~the Noteholders~~ or the Trust Certificateholders, continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a Majority Interest in the applicable Securities consents to such longer cure period) after receipt by the Servicer of written notice thereof from the ~~Indenture~~ Trustee or the ~~Noteholders~~ related holders evidencing ~~not less than~~ a ~~majority of~~ Majority Interest in the ~~aggregate unpaid principal balance of the Notes~~applicable Securities, or such default becomes known to the Servicer; (iv) (A) the existence of any Proceeding in, or the entry of a decree or order for relief by by, a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, ~~or another present or future federal or state bankruptcy, insolvency or similar law, appointing~~ (B) the appointment of a receiver, liquidator, assignee, trustee, ~~custodian sequestrator~~ custodian, sequestrator, or other similar official of with respect to the Servicer or of any substantial part of its ~~property,~~ property or (C) the ordering of the winding up or liquidation of the affairs of the ~~Servicer~~ Servicer, and in each case, the continuance of any such ~~decree or order~~ Proceeding unstayed and in effect for a period of 90 consecutive days, or immediately upon entry of any decree or order; or (v) the ~~commencement by~~ Servicer (A) applies for or consents to the ~~Servicer~~ appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (B) is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of creditors, (D) commences a voluntary case under the federal bankruptcy ~~laws~~laws (E) is adjudicated to be bankrupt or insolvent, ~~as now or hereafter in effect~~(F) files a petition seeking to take advantage of any other law providing for the relief of debtors, or (G) takes any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment corporate action for the ~~benefit~~ purpose of ~~creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of~~ effecting any of the foregoing. ; provided, however, that notwithstanding any other provision of the Servicing Agreement, (i) for the purpose of determining what constitutes a Servicer Default with respect to the 2007-A SUBI, the provisions contained in this Section 8.12(a) shall replace in their entirety the provisions contained in Section 4.01(a) of the Basic Servicing Agreement and (ii) any Servicer Default with respect to the ~~2016~~2007-2 A SUBI shall not constitute ~~an Event of~~ a Servicing Default with respect to any ~~Other SUBI~~ other Sub-Trust and any ~~Event of~~ Servicing Default (as such term is defined in the Basic Servicing Agreement) with respect to any ~~Other SUBI~~ other Sub-Trust shall constitute a Servicer ~~Default or Event of~~ Default (as such term is defined in the Basic Servicing Agreement) only with respect to such ~~Other SUBI~~ Sub-Trust and not with respect to the ~~2016~~2007-2 A SUBI. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (iii) for a period of 120 days, under clause (i) for a period of 45 days or clause (iv) for a period of 60 days, will not constitute a Servicer Default if that failure or delay was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the Depositor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence ~~and continuation~~ of any Servicer ~~Default under the Servicing Agreement~~Default, the ~~Servicer~~ Servicer, in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2007-A SUBI Certificate), shall provide to the Indenture ~~Trustee,~~ Trustee and the Owner ~~Trustee, and any Noteholders~~ Trustee prompt notice of ~~such failure~~ any (i) Servicer Default or ~~delay~~ (ii) event or condition that, with the giving of notice or the passage of time, or both, would become a Servicer Default, accompanied in each case by ~~it, together with~~ a description of ~~its~~ the nature of the default and the Servicer’s efforts to ~~so perform its obligations. Upon~~ remedy the ~~written direction~~ same. (c) In addition to the provisions of Section 4.01(c) of the ~~Holder (which for this purpose~~ Basic Servicing Agreement, if a Servicer Default shall be have occurred and is continuing with respect to the ~~Indenture Trustee acting~~ 2007-A SUBI, the Trustee, on behalf of the Titling Trust, shall, at the direction of the ~~Noteholders holding not less than~~ Required Related Holders, by notice given to the Servicer, each Rating Agency, the Related Beneficiary and the holders of the Rated Securities, terminate the rights and obligations of the Servicer under this 2007-A Servicing Supplement in accordance with such Section. In the event that the Servicer is removed as servicer with respect to servicing the 2007-A SUBI Assets, subject to the consent of the Trustee, the Required ~~Percentage)~~Related Holders shall appoint a successor Servicer. The successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Such successor Servicer shall be approved by the Trustee, such approval not to be unreasonably withheld. Notwithstanding the provisions of Section 4.01(e) of the Basic Trust Agreement, with respect to any Servicer Default related to the 2007-A SUBI Assets, the ~~Vehicle Trustee shall~~ Trustee, acting on the direction of the Required Related Holders, may waive any default by of the Servicer in the performance of its ~~duties~~ obligations under the Servicing Agreement and its ~~consequences. Upon~~ consequences with respect to the ~~waiver of a past default~~2007-A SUBI and, upon any such waiver, such default ~~will~~ shall cease to exist and any Servicer Default arising therefrom ~~will~~ shall be deemed to have been ~~remedied~~remedied for every purpose of the Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default shall have occurred and be continuing with respect to the 2016-2 SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assetsthereto. For purposes of this Section, so long as the ~~immediately preceding sentence~~Lien of the Indenture is in place, the ~~holder of the SUBI Certificate will~~ Required Related Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2007-A SUBI Certificates), acting at the direction of ~~Noteholders holding not less than~~ the Required ~~Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder~~ Percentage of the ~~SUBI Certificate~~Noteholders and thereafter, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy made available to each Rating Agency and any rating agency rating any securities based on any Other SUBIs affected by that Servicer Default. (d) Upon the termination of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, until the date a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after the termination of the Servicer (but in no event more than 10 Business Days after any such termination), the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Owner Trustee, acting at the direction of the ~~holder~~ Required Percentage of the ~~SUBI Certificate~~ Trust Certificateholders (which ~~holder~~ for this purpose ~~will be~~ shall include Trust Certificates owned by the ~~Indenture Trustee~~Trust, ~~acting at~~ the ~~direction~~ Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of ~~Noteholders holding not less than Required Percentage~~their respective Affiliates) ~~will appoint a successor Servicer. The Vehicle Trustee will have~~ until the ~~right~~ Aggregate Certificate Balance has been reduced to ~~approve that successor Servicer, and that approval may not be unreasonably withheld~~zero. (fd) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event If the Servicer is removed with respect to servicing the ~~2016~~2007-2 A SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this 2007-A Servicing Supplement, to the extent of the funds available ~~therefor~~therefor with respect to all Advances made by the Servicer.

Appears in 1 contract

Samples: Servicing Supplement (Nissan Auto Leasing LLC Ii)

Servicer Defaults; Termination of Servicer. (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute ~~an Event of~~ a Servicer Default under the Servicing ~~Agreement (each, a “Servicer Default”):~~Agreement: (i) the Servicer shall fail to maintain or pay when due the premium in respect of any Contingent and Excess Liability Insurance Policy, which failure continues for ten Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Trustee, the Indenture Trustee or from any holder of Securities; (ii) the Servicer shall fail to deliver to the Indenture Trustee (or any successor to the duties of the Indenture Trustee) any report required to be delivered to the Indenture Trustee or the Issuer pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 15 Business Days after discovery of that failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Indenture Trustee; or (iii) the Servicer shall fail to deliver to the Vehicle Trustee (or any successor to the duties of the Vehicle Trustee) any report required to be delivered to the Vehicle Trustee or the Issuer pursuant to the Basic Documents to which the Servicer is a party, which failure continues for 15 Business Days after discovery of that failure by an officer of the Servicer or receipt by the Servicer of written notice thereof by the Vehicle Trustee or the Owner Trustee; or (iv) the Servicer shall fail to cause the delivery to the Indenture Trustee for distribution to the ~~Noteholders,~~ Noteholders to the Owner Trustee for distribution to the ~~Trust~~ Certificateholders or to the Vehicle Trustee for distribution to holders of interests in the UTI, the SUBI or any Other SUBI, any required payment, which failure continues for 5 five Business Days after discovery of such failure by an officer of the Servicer or receipt by the Servicer of notice thereof from the Indenture Trustee, the Owner Trustee or ~~Noteholders~~ holders of Securities evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities, voting together as a single class; or (iiv) any failure by the Servicer ~~fails~~ to duly observe or perform in any material respect any other of its covenants or agreements in the Servicing ~~Agreement not otherwise covered in this Section 2.14(a)~~Agreement, which failure materially and adversely affects the rights of ~~a Holder~~ holders of interests in the ~~2016-2~~ UTI, the SUBI ~~Certificate,~~ or any Other SUBI or the Noteholders or ~~Trust~~ Certificateholders~~, as applicable~~, and which continues unremedied for 90 days after ~~receipt by the Servicer of~~ written notice thereof is given from the Indenture Trustee, the Owner Trustee or ~~the Noteholders~~ holders of Securities evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities, ~~or such default becomes known to the Servicer;~~voting together as a single class; or (~~iii~~vi) any representation, ~~warranty,~~ warranty or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement ~~that proves~~ shall prove to be incorrect in any material respect when made, which failure materially and adversely affects the rights of ~~a Holder~~ holders of interests in the ~~2016-2~~ UTI, the SUBI ~~Certificate,~~ or any Other SUBI or the Noteholders or the ~~Trust~~ Certificateholders, and which failure continues unremedied for 90 30 days after ~~receipt by the Servicer of~~ written notice thereof is given from the Indenture Trustee, the Owner Trustee or ~~the Noteholders~~ holders of Securities evidencing not less than ~~a majority~~ 25% of the aggregate unpaid principal balance of the ~~Notes~~Securities, ~~or such default becomes known to the Servicer;~~voting together as a single class; or (ivvii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian sequestrator or other similar official of the Servicer or of any substantial part of its property, the ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days~~; or~~; (vviii) the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing~~. provided~~; or (ix) any failure by the Servicer to deliver any information, ~~however~~report, ~~that any Servicer Default with respect~~ certification, attestation or accountants’ letter when and as required, which continues unremedied for [ten] calendar days after the date on which such information, report, certification or accountants’ letter was required to the 2016-2 SUBI shall not constitute an Event of Default with respect to any Other SUBI and any Event of Default (as such term is defined in the Basic Servicing Agreement) with respect to any Other SUBI shall constitute a Servicer Default or Event of Default (as such term is defined in the Basic Servicing Agreement) only with respect to such Other SUBI and not with respect to the 2016-2 SUBIbe delivered. Notwithstanding the foregoing, delay in or failure of performance referred to under clause (~~iii~~v) for a period of 120 days, under clause (iii) or (iii) for a period of 45 days or clause (ivvi) for a period of 60 days, will not constitute a an Servicer Default if that failure or delay was caused by ~~a Force Majeure~~force majeure or other similar occurrence. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Servicing Agreement, and the Servicer will provide to the Indenture Trustee, the Vehicle Trustee, the ~~Depositor~~ Transferor and the Securityholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. (b) Upon the occurrence and continuation of any Servicer Default under the Servicing Agreement, the Servicer shall provide to the Indenture Trustee, the Owner Trustee, and any ~~Noteholders~~ holders of Rated Securities, prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Upon the written direction of the Holder (which for this purpose shall be the Indenture Trustee acting at the direction of the Noteholders holding not less than the Required Percentage), the Vehicle Trustee shall waive any default by the Servicer in the performance of its duties under the Servicing Agreement and its consequences. Upon the waiver of a past default, such default will cease to exist and any Servicer Default arising therefrom will be deemed to have been remedied. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. (c) In addition to the provisions of Section 4.1(b) of the Basic Servicing Agreement, if a Servicer Default (other than a Servicer Default set forth in clause (a)(ix) above) shall have occurred and be continuing with respect to the ~~2016~~[____]-2 [_] SUBI, the Vehicle Trustee may, to the extent such Servicer Default relates to the SUBI Assets, upon the direction of the holder and pledgee of the SUBI Certificates, terminate all of the rights and obligations of the Servicer under the Servicing Agreement with respect to the SUBI Assets. For purposes of the immediately preceding sentence, the holder of the SUBI Certificate will be the Indenture Trustee acting at the direction of Noteholders holding not less than the Required Percentage, so long as any Notes are outstanding. In each case, upon written direction from the holder of the SUBI Certificate, the Vehicle Trustee will effect that termination by delivering notice thereof to the Servicer, with a copy ~~made available~~ to each Rating Agency ~~and~~ or any ~~rating agency rating any~~ other securities based on any Other SUBIs affected by that Servicer Default. In the case of a Servicer Default set forth in clause (a)(ix) above, so long as the Servicer Default shall not have been remedied, the Issuer (or the Administrator, acting on behalf of the Issuer) shall be entitled to terminate, in its sole discretion, the rights and obligations of the Servicer as servicer under this Agreement; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. (d) Upon the termination or resignation of the Servicer with respect to the SUBI Assets, the Servicer subject to that termination or removal will continue to perform its functions as Servicer, in the case of (a) termination, until the earlier of the date ~~a successor Servicer is appointed as Servicer under the Servicing Agreement. As soon as practicable after~~ specified in the termination ~~of the Servicer (but in~~ notice or, if no ~~event more than 10 Business Days after any~~ such ~~termination)~~date is specified therein, the Servicer shall deliver the Lease Files to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” date of the 2016-2 Leases constituting electronic chattel paper, the Servicer shall transfer such “authoritative copies” to the successor Servicer, unless otherwise instructed by the Indenture Trustee. In connection with any such transfer of “authoritative copies” of the 2016-2 Leases, an authorized representative of the Servicer shall use commercially reasonable efforts to convert an authoritative copy into tangible form by permanently removing such electronic authoritative copy from the Servicer’s ~~electronic vaulting system~~ receipt of such notice, and ~~causing a contract in tangible form~~ (b) resignation, until the later of (1) 45 days after the delivery to ~~be printed as~~ the ~~tangible authoritative copy that constitutes original tangible chattel paper for purposes~~ Vehicle Trustee of the ~~UCC~~written resignation notice or (2) the date upon which the resigning Servicer becomes unable to act as Servicer, as specified in the resignation notice and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably designateaccompanying opinion of counsel. (e) In the event of a termination of the Servicer as a result of a Servicer Default with respect to the SUBI Assets only, the Vehicle Trustee, acting at the direction of the holder of the SUBI Certificate (– which holder for this purpose will be the Indenture Trustee, acting at the direction of Noteholders holding not less than Required ~~Percentage)~~ Percentage will appoint a ~~successor~~ success or Servicer. The Vehicle Trustee will have the right to approve that successor Servicer, and that approval may not be unreasonably withheld. If a successor Servicer is not appointed by the effective date of the predecessor Servicer’s resignation or termination, then the Vehicle Trustee will act as successor Servicer. If the Vehicle Trustee is legally unable to act as Servicer, then the Vehicle Trustee will be required to appoint, or petition a court of competent jurisdiction to appoint, any established entity the regular business of which includes the servicing of leases as the successor Servicer. (f) Upon appointment of a successor Servicer, the successor Servicer shall assume all of the rights and obligations of the Servicer under the Servicing Agreement; provided, however, that no successor Servicer shall have any responsibilities with respect to making any Advance. Any compensation payable to a successor Servicer may not be in excess of that permitted the predecessor Servicer. (g) In the event the Servicer is removed with respect to servicing the ~~2016~~[____]-2 [_] SUBI Assets, the Servicer shall be entitled to reimbursement for any outstanding Advances made pursuant to this ~~Servicing~~ Supplement, to the extent of the funds available ~~therefor~~therefore.

Appears in 1 contract

Samples: Servicing Supplement (BMW Auto Leasing LLC)

Common use of Servicer Defaults; Termination of Servicer Clause in Contracts