Common use of Appointment of Sub-Servicers Clause in Contracts

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; provided, however, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Holders of the related group of Notes for the servicing and administering of the Group I and Group II Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of Notes shall have any responsibility therefor. The parties hereto hereby acknowledge and consent to the appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA Sub-Servicing Agreements and the Great Lakes Sub-Servicing Agreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the AdministratorAdministrator and (provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; provided, however, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer and the Holders of the related group holders of Notes for the servicing and administering of the Group I and Group II Financed Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Financed Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or a sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty or the Holders holders of Notes shall have any responsibility therefor. The parties hereto and the Securities Insurer hereby acknowledge and consent to the appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA Sub-Servicing Agreements Agreement and the Great Lakes Sub-Servicing AgreementsAgreement, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes. The Master Servicer hereby agrees to obtain the approval of the Securities Insurer with the respect to the appointment of any additional or replacement Sub-Servicer, to the extent the identity of such proposed new Sub-Servicer has not been included in the letter agreement, dated the Closing Date, between the Master Servicer and the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing). In addition, the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) is required for any sub-servicing agreement not substantially in the form of either the Great Lakes Sub-Servicing Agreement or the PHEAA Sub-Servicing Agreement.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the AdministratorAdministrator and (with respect to the Group II Student Loans only and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; provided, however, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer (with respect to the Group II Student Loans only) and the Holders holders of the related group of Notes for the servicing and administering of the Group I and Group II Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty or the Holders holders of Notes shall have any responsibility therefor. The parties hereto and the Securities Insurer hereby acknowledge and consent to the appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA Sub-Servicing Agreements and the Great Lakes Sub-Servicing AgreementsAgreement, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes. With respect to the Group II Student Loans only, the Master Servicer hereby agrees to obtain the approval of the Securities Insurer with respect to the appointment of any additional or replacement Sub-Servicer, to the extent the identity of such proposed new Sub-Servicer has not been included in the Insurance Agreement (provided that no Securities Insurer Default has occurred and is continuing). In addition, with respect to the Group II Student Loans only, the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) is required for any sub-servicing agreement not substantially in the form of the Great Lakes Sub-Servicing Agreement or the PHEAA Sub-Servicing Agreements.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the AdministratorAdministrator and (with respect to the Group II Student Loans only and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer (with respect to the Group II Student Loans only) and the Holders holders of the related group of Notes for the servicing and administering of the Group I and Group II Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or a sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty or the Holders holders of Notes shall have any responsibility therefor. The parties hereto and the Securities Insurer hereby acknowledge and consent to the appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA Sub-Servicing Agreements and the Great Lakes Sub-Servicing AgreementsAgreement, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes. With respect to the Group II Student Loans only, the Master Servicer hereby agrees to obtain the approval of the Securities Insurer with the respect to the appointment of any additional or replacement Sub-Servicer, to the extent the identity of such proposed new Sub-Servicer has not been included in the letter agreement, dated the Closing Date, between the Master Servicer and the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing). In addition, with respect to the Group II Student Loans only the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) is required for any sub-servicing agreement not substantially in the form of the Great Lakes Sub-Servicing Agreement or the PHEAA Sub-Servicing Agreements.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator, appoint one or more Sub-Servicers (other than __________ and __________) to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the holders of Certificates and the Holders of the related group holders of Notes for the servicing and administering of the Group I and Group II Financed Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Financed Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or a sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the holders of Certificates or the Holders holders of Notes shall have any responsibility therefor. The parties hereto hereby acknowledge and consent to the appointment of PHEAA __________ and Great Lakes __________ as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA related Sub-Servicing Agreements and the Great Lakes Sub-Servicing Agreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great LakesAgreement.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the AdministratorAdministrator and (with respect to the Group II Student Loans only and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; provided, however, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer (with respect to the Group II Student Loans only) and the Holders holders of the related group of Notes for the servicing and administering of the Group I and Group II Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty or the Holders holders of Notes shall have any responsibility therefor. The parties hereto and the Securities Insurer hereby acknowledge and consent to the appointment of [PHEAA and Great Lakes Lakes] as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the [PHEAA Sub-Servicing Agreements and the Great Lakes Sub-Servicing Agreements], respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes. With respect to the Group II Student Loans only, the Master Servicer hereby agrees to obtain the approval of the Securities Insurer with respect to the appointment of any additional or replacement Sub-Servicer, to the extent the identity of such proposed new Sub-Servicer has not been included in the Insurance Agreement (provided that no Securities Insurer Default has occurred and is continuing). In addition, with respect to the Group II Student Loans only, the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) is required for any sub-servicing agreement not substantially in the form of the [Great Lakes Sub-Servicing Agreements or the PHEAA Sub-Servicing Agreements].

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; providedPROVIDED, howeverHOWEVER, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the holders of Certificates and the Holders of the related group holders of Notes for the servicing and administering of the Group I and Group II Financed Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Financed Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or a sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the holders of Certificates or the Holders holders of Notes shall have any responsibility therefor. The parties hereto hereby acknowledge and consent to the appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA Sub-Servicing Agreements Agreement and the Great Lakes Sub-Servicing AgreementsAgreement, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes.

Appointment of Sub-Servicers. (a) The Master Servicer may at any time, (i) upon the written consent of the Administrator, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; provided, however, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Holders of the related group of Notes for the servicing and administering of the [Group I I] and [Group II II] Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the [Group I I] and [Group II II] Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of Notes shall have any responsibility therefor. The parties hereto hereby acknowledge and consent to the appointment of PHEAA [____] and Great Lakes [____] as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA [____] Sub-Servicing Agreements and the Great Lakes [____] Sub-Servicing Agreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA [____] and Great Lakes[____].

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the AdministratorAdministrator and (with respect to the Group II Student Loans only and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer, appoint one or more Sub-Servicers to perform all or any portion of its obligations as Master Servicer hereunder, provided, that the Rating Agency Condition shall have been satisfied in connection therewith, and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the business of performing such duties; provided, however, that the Master Servicer shall remain obligated and be liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer (with respect to the Group II Student Loans only) and the Holders holders of the related group of Notes for the servicing and administering of the Group I and Group II Student Loans, in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer or other delegation of such duties and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Group I and Group II Student Loans. The fees and expenses of each Sub-Servicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Sub-Servicer or sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee Trustee, the Securities Insurer, the Swap Counterparty or the Holders holders of Notes shall have any responsibility therefor. The parties hereto and the Securities Insurer hereby acknowledge and consent to the appointment of PHEAA and Great Lakes as the initial Sub-Servicers (and custodians of the Financed Student Loans each such Sub-Servicer is servicing) pursuant to the PHEAA Sub-Servicing Agreements and the Great Lakes Sub-Servicing Agreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and Great Lakes. With respect to the Group II Student Loans only, the Master Servicer hereby agrees to obtain the approval of the Securities Insurer with respect to the appointment of any additional or replacement Sub-Servicer, to the extent the identity of such proposed new Sub-Servicer has not been included in the Insurance Agreement (provided that no Securities Insurer Default has occurred and is continuing). In addition, with respect to the Group II Student Loans only, the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing) is required for any sub-servicing agreement not substantially in the form of the Great Lakes Sub-Servicing Agreements or the PHEAA Sub-Servicing Agreements.