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 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, the Securities Insurer and the holders of Notes for the servicing and administering of the 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 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, the Securities Insurer, the Swap Counterparty or the 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 Agreement and the Great Lakes Sub-Servicing Agreement, 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 Administrator and (provided that no Securities Insurer Default has occurred and is continuing) the Securities InsurerAdministrator, 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, the Securities Insurer Trustee and the holders Holders of the related group of Notes for the servicing and administering of the Financed 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 Financed 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, the Securities Insurer, the Swap Counterparty Trustee 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 Agreement Agreements and the Great Lakes Sub-Servicing AgreementAgreements, 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 Administrator 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, the Securities Insurer (with respect to the Group II Student Loans only) and the holders of the related group of Notes for the servicing and administering of the Financed 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 Financed 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, the Securities Insurer, the Swap Counterparty or the 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 Agreement Agreements and the Great Lakes Sub-Servicing Agreement, 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 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 either the Great Lakes Sub-Servicing Agreement or the PHEAA Sub-Servicing AgreementAgreements.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator and (provided that no Securities Insurer Default has occurred and is continuing) the Securities InsurerAdministrator, 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, the Securities Insurer holders of Certificates and the holders of Notes for the servicing and administering of the 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 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, the Securities Insurer, the Swap Counterparty holders of Certificates or the 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 Agreement and the Great Lakes Sub-Servicing Agreement, 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 related Sub-Servicing Agreement.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator and (provided that no Securities Insurer Default has occurred and is continuing) the Securities InsurerAdministrator, 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, the Securities Insurer holders of Certificates and the holders of Notes for the servicing and administering of the 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 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, the Securities Insurer, the Swap Counterparty holders of Certificates or the 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 Agreement and the Great Lakes Sub-Servicing Agreement, 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 Administrator 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, the Securities Insurer (with respect to the Group II Student Loans only) and the holders of the related group of Notes for the servicing and administering of the Financed 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 Financed 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, the Securities Insurer, the Swap Counterparty or the 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 Agreement Agreements and the Great Lakes Sub-Servicing AgreementAgreements], 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 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 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 either the [Great Lakes Sub-Servicing Agreement Agreements or the PHEAA Sub-Servicing AgreementAgreements].

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator 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, the Securities Insurer (with respect to the Group II Student Loans only) and the holders of the related group of Notes for the servicing and administering of the Financed 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 Financed 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, the Securities Insurer, the Swap Counterparty or the 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 Agreement Agreements and the Great Lakes Sub-Servicing AgreementAgreements, 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 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 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 either the Great Lakes Sub-Servicing Agreement Agreements or the PHEAA Sub-Servicing AgreementAgreements.

Appointment of Sub-Servicers. The Master Servicer may at any time, (i) upon the written consent of the Administrator 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, the Securities Insurer (with respect to the Group II Student Loans only) and the holders of the related group of Notes for the servicing and administering of the Financed 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 Financed 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, the Securities Insurer, the Swap Counterparty or the 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 Agreement Agreements and the Great Lakes Sub-Servicing Agreement, 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 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 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 either the Great Lakes Sub-Servicing Agreement or the PHEAA Sub-Servicing AgreementAgreements.

Appointment of Sub-Servicers. (a) The Master Servicer may at any time, (i) upon the written consent of the Administrator and (provided that no Securities Insurer Default has occurred and is continuing) the Securities InsurerAdministrator, 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, the Securities Insurer Trustee and the holders Holders of the related group of Notes for the servicing and administering of the Financed [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 Financed [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, the Securities Insurer, the Swap Counterparty Trustee 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 Agreement Agreements and the Great Lakes [____] Sub-Servicing AgreementAgreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA [____] and Great Lakes[____]. (b) The Master Servicer shall cause any Sub-Servicer used by the Master Servicer (or by any Sub-Servicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Sub-Servicer were the Master Servicer, and to provide the information required with respect to such Sub-Servicer as is required to be filed with the Commission. The Master Servicer hereby agrees to obtain the approval of the Securities Insurer with the respect shall be responsible for obtaining from each Sub-Servicer and delivering to the appointment of Issuer and the Administrator any additional or replacement servicer compliance statement required to be delivered by such Sub-Servicer, any assessment of compliance and attestation required to be delivered by such Sub-Servicer each as set forth in Article VII of this Agreement and any certification required to be delivered to the extent Person that will be responsible for signing a Sarbanes Certification on behalf of the Issuer as and when required to be delivered. (c) The Master Servicer shall promptly upon request provide to the Issuer a written description (in form and substance satisfactory to the Issuer) of the role and function of each Subcontractor utilized by the Master Servicer or any Sub-Servicer, specifying (i) the identity of each such proposed new Sub-Servicer has not been included Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the letter agreementservicing function” within the meaning of Item 1122 of Regulation AB, dated and (iii) which, if any, elements of the Closing DateServicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified in clause (ii) of this paragraph. (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, between the Master Servicer shall cause any such Subcontractor used by the Master Servicer (or by any Sub-Servicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Master Servicer. The Master Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Securities Insurer (provided that no Securities Insurer Default has occurred Administrator any assessment of compliance and is continuing). In additionattestation required to be delivered by such Subcontractor, the prior written consent each as set forth in Article VII of the Securities Insurer (provided that no Securities Insurer Default has occurred this Agreement, in each case as and is continuing) is when required for any sub-servicing agreement not substantially in the form of either the Great Lakes Sub-Servicing Agreement or the PHEAA Sub-Servicing Agreementto be delivered.