Common use of Administrator Default Clause in Contracts

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee Administrator for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or ; or (ii) any failure by the Administrator to direct the Indenture Trustee Administrator to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Administrator or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the holder of the Trust Certificate and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee Administrator or the Owner Trustee or (B) to the Administrator, the Indenture Trustee Administrator and the Owner Trustee by the Noteholders or Certificateholdersthe holder of the Trust Certificate, as applicable, representing not less than at least 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Trust Certificate (including any Certificates such Trust Certificate if owned by the Depositor); or; (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority at least 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesTrust Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor to the Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor to the Administrator, the Indenture Trustee Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii1) any failure by the Administrator to direct the Indenture Trustee or the Eligible Lender Trustee, as applicable, to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five two Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee, the Eligible Lender Trustee or the Trustee Surety Provider or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders Noteholders, Certificateholders, or Certificateholders the Surety Provider and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Surety Provider, the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor)Certificate Balance; or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Surety Provider or, with the written consent of the Surety Provider, the Indenture Trustee or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the NoteholdersNoteholders or the Surety Provider) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02Sections 6.3 and 7.2 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.2; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Surety Provider and the Rating Agencies.

Administrator Default. If The occurrence and continuance of any one of the following events (shall constitute an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust AccountsAccounts pursuant to Indenture, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days days after the date on which written notice of such failure is received has been given to the Administrator by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the AdministratorIssuer; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic DocumentAdministration Agreement, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have failure has been given (A) to the Administrator by the Indenture Trustee Issuer; (i) having entered involuntarily against it an order for relief under the federal bankruptcy laws or any similar state or federal law, (ii) not paying, or admitting in writing its inability to pay, its debts generally as they become due or suspending payment of its obligations, (iii) making an assignment for the Trustee benefit of creditors, (iv) applying for, seeking, consenting to, or acquiescing in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its property, (v) instituting any proceeding seeking to have entered against it an order for relief under the federal bankruptcy laws or any similar state or federal law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshaling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) failing to contest in good faith any appointment or proceeding described in Section 20(d) hereof or (Bvii) to taking any action in furtherance of any of the foregoing purposes; (d) the appointment of a custodian, receiver, trustee, conservator, liquidator or similar official for the Administrator or any substantial part of the property of the Administrator, or the institution of a proceeding described in Section 20(c)(v) hereof against the Administrator, which appointment continues undischarged or which proceeding continues undismissed or unstayed for a period of 60 or more days; or (e) any representation or warranty made by the Administrator in this Agreement or in any other Basic Document shall prove to be untrue or incomplete in any material respect. In the case of any Administrator Default, so long as such Administrator Default has not been remedied, the Indenture Trustee and Trustee, or the Trustee by the Noteholders or Certificateholders, as applicable, representing holders of Notes evidencing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, may, by written notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may of such Administrator Default, terminate all of the rights and obligations (other than the obligations set forth in Section 4.0218 hereof) of the Administrator under this AgreementAdministration Agreement with respect to the Indenture. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, Administration Agreement shall, without further action, be carried out by the Indenture Trustee or shall pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0221 hereof; and, without limitation, the Indenture Trustee and the Trustee are is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer, and the Trust Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Administration Agreement to reflect such succession as Administrator pursuant to this Section 20 shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee Administrator for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or ; or (ii) any failure by the Administrator to direct the Indenture Trustee Administrator to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Administrator or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the holder of the Trust Certificate and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee Administrator or the Owner Trustee or (B) to the Administrator, the Indenture Trustee Administrator and the Owner Trustee by the Noteholders or Certificateholdersthe holder of the Trust Certificate, as applicable, representing not less than at least 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Trust Certificate (including any Certificates such Trust Certificate if owned by the Depositor); or; (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority at least 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Indenture Administrator and the Trustee Owner Trustee, if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesTrust Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrator or such successor to the Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee Administrator and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor to the Administrator, the Indenture Trustee Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee Administrator acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Eligible Lender Trustee and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating AgenciesAgencies and any Swap Counterparties.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Account, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make any required distributions from either of the Trust AccountsCollection Account on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Trustee, the Securities Insurer or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the Securities Insurer (in each case (provided that no Securities Insurer Default has occurred and is continuing), as determined by the Securities Insurer) and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or CertificateholdersSecurities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, as applicableand then by the holders of Notes, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the DepositorNotes); or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or the Noteholders Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Notes evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes), by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.04 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Securities Insurer and the Swap Counterparty.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in In the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or ; or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust AccountsAccounts on any Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Excess Distribution Certificate (including any Certificates such Excess Distribution Certificate if owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for 15 calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of all the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee Administrator shall give notice thereof to the Rating AgenciesAgencies then rating the Notes.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders any Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or Excess Distribution Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Allocation Date or Distribution Date, as applicable, or ; or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Allocation Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Excess Distribution Certificate (including any Certificates such Excess Distribution Certificate if owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for 15 calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee Administrator shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Eligible Lender Trustee and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating AgenciesAgencies and the Swap Counterparty.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the holders of Certificates and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders holders of Notes or Certificateholdersthe holders of Certificates, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor)Certificate Balance; or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders holders of Notes evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.04 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Accounts, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make or cause the Paying Agent to make any required distributions from either of the Trust AccountsCollection Accounts on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Holders of Notes and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee, the Owner Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders Group I or Certificateholders, as applicableGroup II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Group II Notes, as applicable; or (c3) an Insolvency Event occurs with respect to the Administrator; or (4) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article XII which continues unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee if given by the NoteholdersHolders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Owner Trustee, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Excess Distribution Certificate (including any Certificates such Excess Distribution Certificate if owned by the Depositor); or; (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the holders of Certificates and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders holders of Notes or Certificateholdersthe holders of Certificates, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor)Certificate Balance; or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders holders of Notes evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.04 hereof) of the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, the Supplemental Sale and Servicing Agreement and the Administration Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement, the Supplemental Sale and Servicing Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement, the Supplemental Sale and Servicing Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii1) any failure by the Administrator to direct the Indenture Trustee or the trustee of an Underlying Trust, as applicable, to make any required distributions from either with respect to the Underlying Residual Rights, the Maintenance and Operating Expenses or any other item of Trust Property within the Trust Accountstime period specified herein or therein, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee Note Insurer or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of the Note Insurer or Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee Note Insurer or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee Note Insurer by the Noteholders or Certificateholders, as applicable, representing not less than 5066 2/3% of the Outstanding aggregate outstanding Principal Amount of the Controlling Notes or 50% with the prior written consent of the outstanding Certificates (including any Certificates owned by the Depositor); orNote Insurer; (c3) an Insolvency Event occurs shall have occurred with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 25% of the Outstanding aggregate outstanding Principal Amount of the Controlling Notes, with the consent of the Note Insurer, or the Note Insurer, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee Note Insurer if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02Sections 2.3A and 5.8 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, Agreement shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator consented to by the Note Insurer as may be appointed under Section 5.022.6A; and, without limitation, the Indenture Trustee and the Trustee are is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Administrator and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating AgenciesAgencies and the Note Insurer.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders any Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates Excess Distribution Certificate (including any Certificates an Excess Distribution Certificate owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) B. any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates Certificate Balance (including any Certificates owned by the DepositorSeller); or (c) C. an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or or (iii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall shall: (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Eligible Lender Trustee and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating AgenciesAgencies and any Swap Counterparties.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates Certificate Balance (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer a Responsible Officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date of discovery of such failure by a Responsible Officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If The occurrence and continuance of any one of the following events (shall constitute an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust AccountsFunds pursuant to Indenture, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days days after the date on which written notice of such failure is received has been given to the Administrator by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the AdministratorIssuer; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic DocumentAdministration Agreement, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have failure has been given (A) to the Administrator by the Indenture Trustee Issuer; (i) having entered involuntarily against it an order for relief under the federal bankruptcy laws or any similar state or federal law, (ii) not paying, or admitting in writing its inability to pay, its debts generally as they become due or suspending payment of its obligations, (iii) making an assignment for the Trustee benefit of creditors, (iv) applying for, seeking, consenting to, or acquiescing in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its property, (v) instituting any proceeding seeking to have entered against it an order for relief under the federal bankruptcy laws or any similar state or federal law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshaling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) failing to contest in good faith any appointment or proceeding described in Section 20(d) hereof or (Bvii) to taking any action in furtherance of any of the foregoing purposes; (d) the appointment of a custodian, receiver, trustee, conservator, liquidator or similar official for the Administrator or any substantial part of the property of the Administrator, or the Indenture Trustee and institution of a proceeding described in Section 20(c)(v) hereof against the Trustee by the Noteholders Administrator, which appointment continues undischarged or Certificateholders, as applicable, representing not less than 50% which proceeding continues undismissed or unstayed for a period of the Outstanding Amount of the Controlling Notes 60 or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)more days; or (ce) an Insolvency Event occurs with respect any representation or warranty made by the Administrator in this Agreement or in any other Basis Document shall prove to be untrue or incomplete in any material respect. In the Administrator; then, and in each and every casecase of any Administrator Default, so long as the such Administrator Default shall has not have been remedied, either the Issuer or the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notesshall, by written notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may of such Administrator Default, terminate all of the rights and obligations (other than the obligations set forth in Section 4.0218 hereof) of the Administrator under this AgreementAdministration Agreement with respect to the Indenture. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, Administration Agreement shall, without further action, be carried out by the Issuer or shall pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0221 hereof; and, without limitation, the Indenture Trustee and the Trustee are Issuer is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee Administrator in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Administration Agreement to reflect such succession as Administrator pursuant to this Section 20 shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Account, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make any required distributions from either of the Trust AccountsCollection Account on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Trustee, the Securities Insurer or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the Securities Insurer (in each case (provided that no Securities Insurer Default has occurred and is continuing), as determined by the Securities Insurer) and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders Securities Insurer (unless the Class II-[ ] Notes and the Class II-[ ] Notes are no longer outstanding or Certificateholdersa Securities Insurer Default shall have occurred and is continuing, as applicableand then by the Group I or Group II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the DepositorGroup II Notes, as applicable); or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or the Noteholders evidencing Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then the Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable), by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Securities Insurer and the Swap Counterparty. In addition, in the event that the senior long term debt rating of the Administrator is lowered below "A3", "A-" or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing), shall have the right to remove the Administrator with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such removal to transfer its trust administration obligations to an Affiliate with a long term senior debt rating of "A3", "A-" or above from each Rating Agency, and such Affiliate shall be the successor Administrator with respect to the Group II Student Loans.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Accounts, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make or cause the Paying Agent to make any required distributions from either of the Trust AccountsCollection Accounts on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Holders of Notes and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee, the Owner Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders [Group I] or Certificateholders, as applicable[Group II] Controlling Noteholders, representing not less than 50[__]% of the Outstanding Amount of the Controlling Notes related Classes of [Group I] or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)[Group II] Notes, as applicable; or (c3) an Insolvency Event occurs with respect to the Administrator; or (4) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article XII which continues unremedied for [__] ([__]) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing [Group I] or [Group II] Controlling Noteholders, representing not less than a majority [__]% of the Outstanding Amount of the Controlling related Classes of [Group I] or [Group II] Notes, as applicable, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee if given by the NoteholdersHolders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Owner Trustee, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee Paying Agent for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicablewhich failure continues unremedied for five Business Days after either receipt by the Administrator of written notice of such failure from the Indenture Trustee, the Owner Trustee or the Paying Agent or receipt by the Administrator and the Indenture Trustee of written notice of such failure from the Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes; or (ii) any failure by the Administrator to direct the Indenture Trustee Paying Agent to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee, the Owner Trustee or the Paying Agent or receipt by the Administrator and the Indenture Trustee or after discovery of written notice of such failure by an officer from the Noteholders of Notes representing at least a majority of the Administrator;Outstanding Amount of the Notes; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the holder of the Trust Certificate and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Owner Trustee or (B) to the Administrator, Administrator and the Indenture Trustee and the Trustee by the Noteholders or Certificateholdersthe holder of the Trust Certificate, as applicable, representing not less than 50% at least a majority of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Trust Certificate (including any Certificates such Trust Certificate if owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than at least a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesTrust Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one For the purposes of this Agreement and the Indenture, each of the following events (shall constitute an "Administrator Administrative Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five (5) Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator to duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 sixty (60) days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) the occurrence of an Event of Insolvency Event occurs with respect to involving the Administrator; thenor (d) any representation or warranty made by the Administrator hereunder or under any other Basic Document, or in any certificate furnished by the Administrator hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect. In the event of any Administrator Default, and in each and every case, so long as the Administrator Default shall not have been remediedsuch default remains unremedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Issuer and the Trustee Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213 hereof; and, without limitation, and the Indenture Trustee and the Trustee Issuer are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees’ fees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Indenture Trustee shall give notice thereof to the Rating AgenciesAgencies and any Counterparties.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur have occurred and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for or deposit in the Trust Accounts any Available Funds payment or amount required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Datehereunder, as applicable, or or (ii) any failure by the Administrator to direct give written direction to the Indenture Trustee Paying Agent to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Distribution Date or Quarterly Payment Date, which failure in the case of either clause (i) or (ii) above continues unremedied for (y) five Business Days after the date on which written notice of such failure is received by failure, requiring the same to be remedied, shall have been given (A) to the Administrator from by the Indenture Trustee or the Owner Trustee or (B) to the Administrator and the Indenture Trustee by the Noteholders representing not less than 25% of the Outstanding Amount of the Controlling Class or, if there are no outstanding Notes, by the Certificateholders representing not less than 25% of the aggregate Percentage Interests of the Certificates or (z) five Business Days after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator to duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Transaction Document, which failure shall (i) materially and adversely affect the rights of the Noteholders or the Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Owner Trustee or (B) to the Administrator, Administrator and the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50Class or, if there are no outstanding Notes, by the Certificateholders representing not less than 25% of the outstanding Certificates (including any Certificates owned by aggregate Percentage Interests of the Depositor)Certificates; or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than holding a majority of the Outstanding Amount of the Controlling NotesClass, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the NotesControlling Class, the Certificates, Certificates or the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 hereof; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-attorney in fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement, including the transfer to the successor Administrator for administration by it of all cash amounts that shall at the time be held by the predecessor Administrator for deposit, or shall thereafter be received by it, with respect to a Trust Student Loan. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and any other Transaction Documents to reflect such succession as Administrator pursuant to this Section 5.1 shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Indenture Trustee shall give notice thereof to the Rating Agencies. The Administrator shall deliver to the Owner Trustee and the Indenture Trustee, promptly after having obtained knowledge thereof, but in no event later than [five] Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which, with the giving of notice or lapse of time, or both, would become an Administrator Default under this Section 5.1.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentRelated Agreements, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 50___% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; ; (d) then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority __% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator;Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders any Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates Excess Distribution Certificate (including any Certificates an Excess Distribution Certificate owned by the Depositor); Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact attorney­in­fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Allocation Date or Quarterly Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders any Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates Excess Distribution Certificate (including any Certificates an Excess Distribution Certificate owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (each, an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five (5) Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 sixty (60) days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any other Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Issuer, the Eligible Lender Trustee and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating AgenciesAgencies and any Swap Counterparties.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Account, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make any required distributions from either of the Trust AccountsCollection Account on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Trustee, the Securities Insurer or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the Securities Insurer (in each case (provided that no Securities Insurer Default has occurred and is continuing), as determined by the Securities Insurer) and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the Group I or Certificateholders, as applicableGroup II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the DepositorGroup II Notes, as applicable); or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or the Noteholders evidencing Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then the Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable), by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Securities Insurer and the Swap Counterparty. In addition, in the event that the senior long term debt rating of the Administrator is lowered below “A3”, “A-” or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing), shall have the right to remove the Administrator with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such removal to transfer its trust administration obligations to an Affiliate with a long term senior debt rating of “A3”, “A-” or above from each Rating Agency, and such Affiliate shall be the successor Administrator with respect to the Group II Student Loans.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee Administrator for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or ; or (ii) any failure by the Administrator to direct the Indenture Trustee Administrator to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Administrator or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the holder of the Trust Certificate and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee Administrator or the Owner Trustee or (B) to the Administrator, the Indenture Trustee Administrator and the Owner Trustee by the Noteholders or Certificateholdersthe holder of the Trust Certificate, as applicable, representing not less than at least 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Trust Certificate (including any Certificates such Trust Certificate if owned by the Depositor); or; (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority at least 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesTrust Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor to the Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor to the Administrator, the Indenture Trustee Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement Supplement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this AgreementSupplement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this AgreementSupplement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this AgreementSupplement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement Supplement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If The occurrence and continuance of any one of the following events (shall constitute an "“Administrator Default") shall occur and be continuing”: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to either (i) direct the Indenture Trustee to make any required distributions from either of the Trust AccountsAccounts pursuant to the Indenture, which failure in case of either clause (i) or (ii) confirm distributions made by the Indenture Trustee from Accounts pursuant to the Indenture, as applicable, which failure continues unremedied for a period of five Business Days (5) days after the date on which written notice of such failure is received has been given to the Administrator by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the AdministratorIssuer; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic DocumentAdministration Agreement, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have failure has been given (A) to the Administrator by the Indenture Trustee Issuer; (c) (i) having entered involuntarily against it an order for relief under the federal bankruptcy laws or any similar state or federal law, (ii) not paying, or admitting in writing its inability to pay, its debts generally as they become due or suspending payment of its obligations, (iii) making an assignment for the Trustee benefit of creditors, (iv) applying for, seeking, consenting to, or acquiescing in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its property, (v) instituting any proceeding seeking to have entered against it an order for relief under the federal bankruptcy laws or any similar state or federal law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshaling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) failing to contest in good faith any appointment or proceeding described in Section 20(d) hereof or (Bvii) to taking any action in furtherance of any of the foregoing purposes; (d) the appointment of a custodian, receiver, trustee, conservator, liquidator or similar official for the Administrator or any substantial part of the property of the Administrator, or the institution of a proceeding described in Section 20(c)(v) hereof against the Administrator, which appointment continues undischarged or which proceeding continues undismissed or unstayed for a period of sixty (60) or more days; or (e) any representation or warranty made by the Administrator in this Agreement or in any other Basic Document shall prove to be untrue or incomplete in any material respect. In the case of any Administrator Default, so long as such Administrator Default has not been remedied, the Indenture Trustee and Trustee, or the Trustee by the Noteholders or Certificateholders, as applicable, representing holders of Notes evidencing not less than 50% twenty-five (25%) of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, may, by written notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may of such Administrator Default, terminate all of the rights and obligations (other than the obligations set forth in Section 4.0218 hereof) of the Administrator under this AgreementAdministration Agreement with respect to the Indenture. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, Administration Agreement shall, without further action, be carried out by the Indenture Trustee or shall pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0221 hereof; and, without limitation, the Indenture Trustee and the Trustee are is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer, and the Trust Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Administration Agreement to reflect such succession as Administrator pursuant to this Section 20 shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If The occurrence and continuance of any one of the following events (shall constitute an "“Administrator Default") shall occur and be continuing”: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to either (i) direct the Indenture Trustee to make any required distributions from either of the Trust AccountsAccounts pursuant to the Indenture, which failure in case of either clause (i) or (ii) confirm distributions made by the Indenture Trustee from Accounts pursuant to the Indenture, as applicable, which failure continues unremedied for a period of five Business Days days after the date on which written notice of such failure is received has been given to the Administrator by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the AdministratorIssuer; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic DocumentAdministration Agreement, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have failure has been given (A) to the Administrator by the Indenture Trustee Issuer; (c) (i) having entered involuntarily against it an order for relief under the federal bankruptcy laws or any similar state or federal law, (ii) not paying, or admitting in writing its inability to pay, its debts generally as they become due or suspending payment of its obligations, (iii) making an assignment for the Trustee benefit of creditors, (iv) applying for, seeking, consenting to, or acquiescing in, the appointment of a receiver, custodian, trustee, conservator, liquidator or similar official for it or any substantial part of its property, (v) instituting any proceeding seeking to have entered against it an order for relief under the federal bankruptcy laws or any similar state or federal law, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshaling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors or failing to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) failing to contest in good faith any appointment or proceeding described in Section 20(d) hereof or (Bvii) to taking any action in furtherance of any of the foregoing purposes; (d) the appointment of a custodian, receiver, trustee, conservator, liquidator or similar official for the Administrator or any substantial part of the property of the Administrator, or the institution of a proceeding described in Section 20(c)(v) hereof against the Administrator, which appointment continues undischarged or which proceeding continues undismissed or unstayed for a period of 60 or more days; or (e) any representation or warranty made by the Administrator in this Agreement or in any other Basic Document shall prove to be untrue or incomplete in any material respect. In the case of any Administrator Default, so long as such Administrator Default has not been remedied, the Indenture Trustee and Trustee, or the Trustee by the Noteholders or Certificateholders, as applicable, representing holders of Notes evidencing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, may, by written notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may of such Administrator Default, terminate all of the rights and obligations (other than the obligations set forth in Section 4.0218 hereof) of the Administrator under this AgreementAdministration Agreement with respect to the Indenture. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, Administration Agreement shall, without further action, be carried out by the Indenture Trustee or shall pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0221 hereof; and, without limitation, the Indenture Trustee and the Trustee are is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer, and the Trust Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Administration Agreement to reflect such succession as Administrator pursuant to this Section 20 shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee or the Eligible Lender Trustee, as applicable, to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator; (bii) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement the Transfer and Servicing Agreement, or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, holders of Directing Notes of a Series representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Directing Notes; or (ciii) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders holders of Directing Notes evidencing not less than a majority 25% of the Outstanding Amount of the Controlling NotesDirecting Notes of a Series, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.029.2 hereof) of the Administrator under this the Transfer and Servicing Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this the Transfer and Servicing Agreement, whether with respect to the NotesNotes of a Series, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0210.2; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this the Transfer and Servicing Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this the Transfer and Servicing Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Account, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make any required distributions from either of the Trust AccountsCollection Account on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Trustee, the Securities Insurer or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the Securities Insurer (in each case (provided that no Securities Insurer Default has occurred and is continuing), as determined by the Securities Insurer) and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders Securities Insurer (unless the Class II-A-1 Notes and the Class II-A-2 Notes are no longer outstanding or Certificateholdersa Securities Insurer Default shall have occurred and is continuing, as applicableand then by the Group I or Group II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the DepositorGroup II Notes, as applicable); or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or the Noteholders evidencing Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then the Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable), by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Securities Insurer and the Swap Counterparty. In addition, in the event that the senior long term debt rating of the Administrator is lowered below “A3”, “A-” or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing), shall have the right to remove the Administrator with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such removal to transfer its trust administration obligations to an Affiliate with a long term senior debt rating of “A3”, “A-” or above from each Rating Agency, and such Affiliate shall be the successor Administrator with respect to the Group II Student Loans.

Administrator Default. If any one of the following events (an --------------------- "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentRelated Agreements, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such failure, if the Indenture Trustee and the Eligible Lender Trustee reasonably believe such failure is susceptible to cure within such longer period) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by either the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor)Certificate Balance; or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Accounts, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make or cause the Paying Agent to make any required distributions from either of the Trust AccountsCollection Accounts on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Holders of Notes and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee, the Owner Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders Group I or Certificateholders, as applicableGroup II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Group II Notes, as applicable; or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee if given by the NoteholdersHolders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee, the Owner Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Owner Trustee, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii1) any failure by the Administrator to direct the Indenture Trustee or the trustee of the Underlying Trust, as applicable, to make any required distributions from either with respect to the Underlying Residual Rights, the Adjusted Program Expenses or any other item of Trust Property within the Trust Accountstime period specified herein or therein, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee Note Insurer or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of the Note Insurer or Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee Note Insurer or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee Note Insurer by the Noteholders or Certificateholders, as applicable, representing not less than 5066 2/3% of the Outstanding aggregate outstanding Principal Amount of the Controlling Notes or 50% with the prior written consent of the outstanding Certificates (including any Certificates owned by the Depositor); orNote Insurer; (c3) an Insolvency Event occurs shall have occurred with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 25% of the Outstanding aggregate outstanding Principal Amount of the Controlling Notes, with the consent of the Note Insurer, or the Note Insurer, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee Note Insurer if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02Sections 2.3A and 5.8 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, Agreement shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator consented to by the Note Insurer as may be appointed under Section 5.022.6A; and, without limitation, the Indenture Trustee and the Trustee are is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Administrator and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating AgenciesAgencies and the Note Insurer.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Account, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make any required distributions from either of the Trust AccountsCollection Account on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Trustee, the Securities Insurer or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders the holders of Notes or Certificateholders the Securities Insurer (in each case (provided that no Securities Insurer Default has occurred and is continuing), as determined by the Securities Insurer) and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the Group I or Certificateholders, as applicableGroup II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the DepositorGroup II Notes, as applicable); or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee with the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), or the Noteholders evidencing Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then the Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable), by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty and the Eligible Lender Trustee if given by the Noteholdersholders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.04 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Securities Insurer and the Swap Counterparty.

Administrator Default. If any one of the following events (an "Administrator DefaultADMINISTRATOR DEFAULT") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentRelated Agreements, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders Securityholders and (ii) continue continues unremedied for a period of 60 days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, Securityholders representing not less than 50% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by principal balance of the Depositor)Securities; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Related Agreement, or in any certificate furnished hereunder or under any Related Agreement, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, (x) if any Notes remain Outstanding, then either the Indenture Trustee or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, or (y) if the Notes have been paid in full, then either the Eligible Lender Trustee or Certificateholders evidencing not less than 75% of the Certificate Balance of the Outstanding Certificates by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) Noteholders and to the Eligible Lender Trustee if given by the Certificateholders), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, Securities or the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee (if any Notes remain Outstanding) and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee (if any Notes remain Outstanding) and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentRelated Agreements, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such failure, if the Indenture Trustee and the Eligible Lender Trustee reasonably believe such failure is susceptible to cure within such longer period) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by either the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor)Certificate Balance; or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur have occurred and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for or deposit in the Trust Accounts any Available Funds payment or amount required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Datehereunder, as applicable, or or (ii) any failure by the Administrator to direct give written direction to the Indenture Trustee Paying Agent to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Distribution Date or Quarterly Payment Date, which failure in the case of either clause (i) or (ii) above continues unremedied for (y) five Business Days after the date on which written notice of such failure is received by failure, requiring the same to be remedied, shall have been given (A) to the Administrator from by the Indenture Trustee or the Owner Trustee or (B) to the Administrator and the Indenture Trustee by the Noteholders representing not less than 25% of the Outstanding Amount of the Controlling Class or, if there are no outstanding Notes, by the Certificateholders representing not less than 25% of the aggregate Percentage Interests of the Certificates or (z) five Business Days after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator to duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Transaction Document, which failure shall (i) materially and adversely affect the rights of the Noteholders or the Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Owner Trustee or (B) to the Administrator, Administrator and the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50Class or, if there are no outstanding Notes, by the Certificateholders representing not less than 25% of the outstanding Certificates (including any Certificates owned by aggregate Percentage Interests of the Depositor)Certificates; or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than holding a majority of the Outstanding Amount of the Controlling NotesClass, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the NotesControlling Class, the Certificates, Certificates or the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 hereof; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-attorney in fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement, including the transfer to the successor Administrator for administration by it of all cash amounts that shall at the time be held by the predecessor Administrator for deposit, or shall thereafter be received by it, with respect to a Trust Student Loan. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and any other Transaction Documents to reflect such succession as Administrator pursuant to this Section 5.1 shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Indenture Trustee shall give notice thereof to the Rating Agencies. The Administrator shall deliver to the Owner Trustee and the Indenture Trustee, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which, with the giving of notice or lapse of time, or both, would become an Administrator Default under this Section 5.1.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentRelated Agreements, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Collection Account or the Indenture Trustee Trustee, as applicable, for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or or (ii) any failure by the Administrator to direct the Indenture Trustee Paying Agent to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or the Excess Distribution Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Excess Distribution Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes Class or 50% of the outstanding aggregate percentage interest of the Excess Distribution Certificates (including any Certificates such Excess Distribution Certificate owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, Class by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the NotesControlling Class, the Excess Distribution Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic DocumentDocument to which the Administrator is a signatory, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor)Certificate Balance; or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.025.03 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.027.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or or (iii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Excess Distribution Certificate (including any Certificates such Excess Distribution Certificate if owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii1) any failure by the Administrator to direct the Indenture Trustee or the Eligible Lender Trustee, as applicable, to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or 57 63 the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor); orNotes; (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02Sections 6.3 and 7.2 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to the Notes, the Certificates, Certificates or the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.2; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for or deposit in the Trust Accounts any Available Funds payment or amount required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Datehereunder, as applicable, or or (ii) any failure by the Administrator to direct the Indenture Trustee Paying Agent to make any required distributions from either any of the Trust Accounts, Accounts on any Monthly Payment Date or Distribution Date, (iii) which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or the Excess Distribution Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Excess Distribution Certificateholders, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes Class or 50% of the outstanding aggregate percentage interest of the Excess Distribution Certificates (including any Certificates such Excess Distribution Certificate owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, Class by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the NotesControlling Class, the Excess Distribution Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee, the Eligible Lender Trustee or the Trustee Subordinate Note Insurer or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentRelated Agreements, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Subordinate Note Insurer and (ii) continue continues unremedied for a period of 60 30 days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee, the Eligible Lender Trustee or the Trustee Subordinate Note Insurer or (B) to the AdministratorAdministrator and to the Indenture Trustee, the Indenture Eligible Lender Trustee and the Trustee Subordinate Note Insurer by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Related Agreement, or in any certificate furnished hereunder or under any Related Agreement, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee (with the prior written consent of the Subordinate Note Insurer), or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling NotesNotes (with the prior written consent of the Subordinate Note Insurer), by notice then given in writing to the Administrator (and to the Indenture Trustee, the Eligible Lender Trustee and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement; provided, however, that if the Senior Notes are not Outstanding, the Subordinate Note Insurer shall have the exclusive right to terminate the Administrator. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee, the Eligible Lender Trustee and the Trustee Subordinate Note Insurer in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Subordinate Note Insurer and the Swap Counterparty.

Administrator Default. If any one of the following events (an "Administrator ADMINISTRATOR Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 30 days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 75% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee, the Eligible Lender Trustee and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating AgenciesAgencies and any Swap Counterparties.

Administrator Default. If any one For the purposes of this Agreement and the Indenture, each of the following events (shall constitute an "Administrator Administrative Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five (5) Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator to duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 sixty (60) days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) the occurrence of an Event of Insolvency Event occurs with respect to involving the Administrator; thenor (d) any representation or warranty made by the Administrator hereunder or under any other Basic Document, or in any certificate furnished by the Administrator hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect. In the event of any Administrator Default, and in each and every case, so long as the Administrator Default shall not have been remediedsuch default remains unremedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Issuer and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0224 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213 hereof; and, without limitation, and the Indenture Trustee and the Trustee Issuer are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Indenture Trustee shall give notice thereof to the Rating AgenciesAgencies and any Swap Counterparties.

Administrator Default. If any one For the purposes of the Indenture, each of the following events (shall constitute an "Administrator Administrative Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five (5) Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement or any other Basic DocumentDocuments, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue continues unremedied for a period of 60 sixty (60) days after the date of discovery of such failure by an officer of the Administrator or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Notes; or (c) the occurrence of an Insolvency Event occurs with respect to of Bankruptcy involving the Administrator; or (d) any representation or warranty made by the Administrator hereunder or under any other Basic Document, or in any certificate furnished hereunder or under any Basic Document, shall prove to be untrue or incomplete in any material respect; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee Trustee, or the Noteholders evidencing not less than a majority 25% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Issuer and the Trustee Swap Counterparty if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 4.0223 hereof) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, Notes or the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.0213 hereof; and, without limitation, the Indenture Trustee and the Trustee Issuer are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee Trustee, the Issuer and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with such transfer of responsibilities and amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Indenture Trustee shall give notice thereof to the Rating AgenciesAgencies and any Swap Counterparties.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or or (iii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Excess Distribution Certificate (including any Certificates such Excess Distribution Certificate if owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "Administrator Default") shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 5025% of the Outstanding Amount of the Controlling Notes or 5025% of the outstanding Certificates (including any Certificates owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee Administrator for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or ; or (iii) any failure by the Administrator to direct the Indenture Trustee Administrator to make any required distributions from either any of the Trust AccountsAccounts on any Monthly Servicing Payment Date or Distribution Date, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee Administrator or the Owner Trustee or after discovery of such failure by an officer of the Administrator;; or (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the holder of the Trust Certificate and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee Administrator or the Owner Trustee or (B) to the Administrator, the Indenture Trustee Administrator and the Owner Trustee by the Noteholders or Certificateholdersthe holder of the Trust Certificate, as applicable, representing not less than at least 50% of the Outstanding Amount of the Controlling Notes or 50% representing the whole of the outstanding Certificates Trust Certificate (including any Certificates such Trust Certificate if owned by the Depositor); or; (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority at least 50% of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee Trustee, the Indenture Administrator and the Trustee Owner Trustee, if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.024.2 above) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesTrust Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrator or such successor to the Administrator as may be appointed under Section 5.025.2 below; and, without limitation, the Indenture Trustee Administrator and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor to the Administrator, the Indenture Trustee Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee Administrator acting as the Administrator under this Section 5.015.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to the Indenture Trustee for deposit in the Trust Accounts any Available Funds required to be paid on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee to make any required distributions from either of the Trust Accounts, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Trustee or after discovery of such failure by an officer of the Administrator; (b) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant or agreement of the Administrator set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders any Excess Distribution Certificateholder and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Trustee or (B) to the Administrator, the Indenture Trustee and the Trustee by the Noteholders or CertificateholdersExcess Distribution Certificateholder, as applicable, representing not less than 50% of the Outstanding Amount of the Controlling Notes or 50% of the outstanding Certificates Excess Distribution Certificate (including any Certificates an Excess Distribution Certificate owned by the Depositor); or (c) an Insolvency Event occurs with respect to the Administrator; or (d) any failure by the Administrator to deliver any information, report, certification or accountants’ letter when and as required under Article IX which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing not less than a majority of the Outstanding Amount of the Controlling Notes, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 4.02) of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the CertificatesExcess Distribution Certificate, the Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.02; and, without limitation, the Indenture Trustee and the Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Administrator Default, the Trustee shall give notice thereof to the Rating Agencies.

Administrator Default. If any one of the following events (an "“Administrator Default"”) shall occur and be continuing: (a1) (i) in the event that daily deposits into the Collection Account are not required, any failure by the Administrator to deliver to direct the Indenture Trustee for in writing to make the required transfers of amounts on deposit in any of the Trust Accounts any Available Funds required to be paid the Collection Account, on or before the Business Day immediately preceding any Monthly Servicing Payment Date or Distribution Date, as applicable, or (ii) any failure by the Administrator to direct the Indenture Trustee in writing to make or cause the Paying Agent to make any required distributions from either of the Trust AccountsCollection Account on any Monthly Servicing Payment Date or Distribution Date, as applicable, which failure in case of either clause (i) or (ii) continues unremedied for five three Business Days after written notice of such failure is received by the Administrator from the Indenture Trustee or the Eligible Lender Trustee or after discovery of such failure by an officer of the Administrator;; or (b2) any failure by the Administrator duly to observe or to perform in any material respect any other term, covenant covenants or agreement agreements of the Administrator set forth in this Agreement, the Administration Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders the Holders of Notes and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to the Administrator, Administrator and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders Group I or Certificateholders, as applicableGroup II Controlling Noteholders, representing not less than 5025% of the Outstanding Amount of the Controlling Notes related Classes of Group I or 50% of the outstanding Certificates (including any Certificates owned by the Depositor)Group II Notes, as applicable; or (c3) an Insolvency Event occurs with respect to the Administrator; then, and in each and every case, so long as the Administrator Default shall not have been remedied, either the Indenture Trustee or the Noteholders evidencing Group I or Group II Controlling Noteholders, representing not less than a majority 25% of the Outstanding Amount of the Controlling related Classes of Group I or Group II Notes, as applicable, by notice then given in writing to the Administrator (and to the Indenture Trustee and the Eligible Lender Trustee if given by the NoteholdersHolders of Notes) may terminate all the rights and obligations (other than the obligations set forth in Section 4.026.05 hereof) of the Administrator under this Agreement and the Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Administration Agreement, whether with respect to Notes or the Notes, the Certificates, the Trust Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Administrator as may be appointed under Section 5.028.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The predecessor Administrator shall cooperate with the successor Administrator, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Administrator under this Agreement and the Administration Agreement. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with amending this Agreement and the Administration Agreement to reflect such succession as Administrator pursuant to this Section shall be paid by the predecessor Administrator (other than the Indenture Trustee acting as the Administrator under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an a Administrator Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies.