Common use of Appointment of Subservicers Clause in Contracts

Appointment of Subservicers. In performing its duties hereunder, the Manager may, subject to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and liable to the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) and the Noteholders for the management and the administration of the Managed Containers in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such agreements or arrangements with its Subservicers, to the same extent and under the same terms and conditions as if the Manager alone were servicing and administering the Managed Containers.

Appointment of Subservicers. In performing (a) The Master Servicer may at any time, (i) upon the written consent of the Administrator, appoint one or more Subservicers to perform all or any portion of its duties obligations as Master Servicer hereunder, provided, that the Manager mayRating Agency Condition shall have been satisfied in connection therewith, subject and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the restrictions set forth herein, contract with any business of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to performing such Subservicing Agreement, a “Subservicer”)duties; provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager Master Servicer shall remain obligated and be liable to the OwnerIssuer, the Eligible Lender Trustee, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Trustee and the Noteholders Holders of the related group of Notes for the management servicing and the administration administering of the Managed Containers Group I and Group II Student Loans, in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of such agreements Subservicer (and any such sub-contractors) or arrangements with its Subservicers, other delegation of such duties and to the same extent and under the same terms and conditions as if the Manager Master Servicer alone were servicing and administering the Managed ContainersGroup I and Group II Student Loans. The fees and expenses of each Subservicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Subservicer 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 GLELSI as the initial Subservicers (and custodians of the Financed Student Loans each such Subservicer is servicing) pursuant to the PHEAA Subservicing Agreements and the GLELSI Subservicing Agreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and GLELSI. (b) The Master Servicer shall cause any Subservicer used by the Master Servicer (or by any Subservicer) 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 Subservicer were the Master Servicer, and to provide the information required with respect to such Subservicer as is required to be filed with the Commission. The Master Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer each as set forth in Article VII of this Agreement and any certification required to be delivered to the 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 (or cause any applicable Subservicer to 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 Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing 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, the Master Servicer shall cause (or cause any applicable Subservicer to cause) any such Subcontractor used by the Master Servicer (or by any Subservicer) 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 (or any Subservicer). The Master Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicers. In performing 2.1 Subject to Section 2.3, and until terminated pursuant to Article 9, the Seller hereby confirms the appointment of each Subservicer as its lawful mandatary and agent on its behalf to service the Loans and their Related Security in the Covered Bond Portfolio which have been originated by such Subservicer (with respect to any Subservicer, the “Relevant Loans and their Related Security”), to exercise the rights, powers and discretions of the Servicer, and to perform the duties of the Servicer, under and in relation to those Relevant Loans and their Related Security. Each Subservicer hereby confirms having taken cognizance of each of the Hypothecary Loan Sale Agreement and the Servicing Agreement and accepts such appointment on the terms and subject to the conditions of this Agreement. Each of the Guarantor and the Bond Trustee consents to the appointment of each Subservicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under Section 2.1, during the continuance of its appointment hereunder, the Manager mayeach Subservicer shall, subject to the restrictions set forth hereindirections and instructions of the Servicer (including, contract with any without limitation, the forms and report formats reasonably requested by the Servicer) and the terms and conditions of its Affiliates listed on Exhibit B hereto this Agreement, have the full power, authority and right to provide the services required do or cause to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of done any and all compensationthings not inconsistent with the sale, expenses transfer and indemnities assignment of the Relevant Loans and their Related Security to the Guarantor which it reasonably considers necessary, convenient or incidental to the servicing of the Relevant Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that none of the Servicer, the Guarantor or its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Subservicer may give with respect to the operating and financial policies of the Servicer or the Guarantor and each Subservicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Guarantor) are, and shall at all times remain, vested in the Guarantor (and its Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to Section 2.1 is, with respect to each Subservicer, conditional upon an initial purchase of Relevant Loans and their Related Security by the Guarantor from the Seller having taken place under the Hypothecary Loan Sale Agreement and shall take effect upon and from such initial purchase under the Hypothecary Loan Sale Agreement automatically without any further action on the part of any person. 2.4 The parties hereto acknowledge that each Subservicer is performing services for and on behalf of the Servicer pursuant to the terms hereof and that to the extent that anything in the Transaction Documents is referred to as being done by the Servicer, such reference is deemed to include a reference to such thing being done by any Subservicer pursuant to the terms hereof until this Agreement is terminated, or, with respect to a particular Subservicer, until a Subservicer Termination Event occurs with respect to such Subservicer. The Manager . 2.5 Each Subservicer hereby acknowledges and agrees that any Loan and Related Security Files (other than with respect to Originator Retained Loans) purchased by the Guarantor under the Hypothecary Loan Sale Agreement are and will not contract with any other Person to provide any be held for the benefit of the services Guarantor and the Bond Trustee or as the Guarantor and the Bond Trustee shall otherwise direct; 2.6 Each Subservicer hereby acknowledges and agrees that any monies held by it or to its order in furtherance of the performance of its duties hereunder are held in trust or as mandatary and agent for the Guarantor (and, with respect to Originator Retained Loans, for the related Originator or a Versatile Purchaser) and will be rendered paid forthwith as required to (a) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Manager Cash Management Deposit Ratings, (b) the Servicer, prior to the Owner hereunder without downgrade in the prior written consent ratings of the Requisite Global Majority. Notwithstanding Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, or (c) following any provision such downgrade referred to in (a) or (b) above, or the occurrence of such services by its Subservicersa Covered Bond Guarantee Activation Event, as applicable, into the GIC Account (or, as applicable, the Manager shall remain obligated and liable to Standby GIC Account) or the OwnerTransaction Account (or, as applicable, the Indenture TrusteeStandby Transaction Account), each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) and the Noteholders for the management and the administration of the Managed Containers applicable, in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such agreements or arrangements with its Subservicersthe Servicing Agreement, to the same extent and under Cash Management Agreement, the same terms and conditions Limited Partnership Agreement, the Account Agreement or, as if applicable, the Manager alone were servicing and administering Standby Account Agreement and/or, as applicable, the Managed ContainersSecurity Agreement.

Appointment of Subservicers. In performing its duties hereunder(a) With the prior written consent of the Administrator and the Lender, which consent may be withheld by the Administrator and/or the Lender in their sole discretion, the Manager may, subject Servicer may arrange for the subservicing of any Pledged Receivable by a subservicer pursuant to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting a subservicing agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”); provided, however, that (i) such subservicing arrangement and the Manager shall be solely responsible terms of the related subservicing agreement must provide for the receipt and processing servicing of all Container Revenuessuch Receivable in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing references in this Agreement (but not other agreements to which the Manager may actions taken or to be a party) must expressly provide that such Subservicing Agreement may be terminated taken by the Requisite Global Majority if Servicer in servicing the Pledged Receivables include actions taken or to be taken by a Manager Default has occurred and is then continuing, and (iii) subservicer on behalf of the Manager shall be solely responsible for Servicer. Notwithstanding the payment to each such Subservicer provisions of any and all compensationsubservicing agreement, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services provisions of this Agreement relating to be rendered by agreements or arrangements between the Manager Servicer and a subservicer or reference to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicersactions taken through a subservicer or otherwise, the Manager Servicer shall remain obligated and liable to the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Administrator and the Noteholders Lender for the management servicing and the administration of the Managed Containers Pledged Receivables in accordance with the provisions of this Agreement, Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements with its Subservicers, or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Manager Servicer alone were servicing and administering the Managed ContainersPledged Receivables. All actions of each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. (b) For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Pledged Receivables that are received by a subservicer regardless of whether such payments are remitted by such subservicer to the Servicer.

Appointment of Subservicers. In performing its duties hereunder, the Manager may, subject to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and liable to the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Trustee and the Noteholders for the management and the administration of the Managed Containers in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such agreements or arrangements with its Subservicers, to the same extent and under the same terms and conditions as if the Manager alone were servicing and administering the Managed Containers.

Appointment of Subservicers. In performing its duties hereunder, (a) The Master Servicer may at any time enter into subservicing agreements to provide for the Manager may, subject to the restrictions set forth herein, contract with performance by third parties of all or any portion of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”)obligations as Master Servicer hereunder; provided, however, that (i) any applicable Rating Agency Condition shall have been satisfied in connection therewith; and provided, further, that the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager Master Servicer shall remain obligated and be liable to the OwnerIssuer, the Eligible Lender Trustee, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Certificateholders and the Noteholders for the management servicing and the administration administering of the Managed Containers Financed Student Loans in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of such agreements or arrangements with its Subservicers, subservicers and to the same extent and under the same terms and conditions as if the Manager Master Servicer alone were servicing and administering the Managed ContainersFinanced Student Loans. The fees and expenses of the subservicers shall be as agreed between the Master Servicer and its subservicers from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility therefor. In no event shall the Trust Estate bear any termination fee required to be paid to any subservicer as a result of such subservicer's termination under any subservicing agreement. With respect to satisfying the Rating Agency Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a subservicer on behalf of the Master Servicer. (b) In addition, the Master Servicer may at any time enter into subservicing agreements to provide for the performance by third parties of all or any portion of its obligations as Master Servicer hereunder; provided that, in each case, the subservicing agreement: (i) is consistent with this Agreement in all material respects; (ii) provides that if the Master Servicer shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Master Servicer Default), the Indenture Trustee or its designee may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Master Servicer under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances described therein; (iii) provides that the Indenture Trustee for the benefit of the Noteholders and the Certificateholders shall be a third party beneficiary under such agreement, but that (except to the extent the Indenture Trustee or its designee assumes the obligations of the Master Servicer thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Indenture Trustee, any successor Master Servicer, any Noteholder or any Certificateholder shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Financed Student Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Financed Student Loan at its option and without penalty; (v) does not permit the subservicer to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of the Master Servicer contemplated by Section 3.01 or Section 3.02 without the consent of such Master Servicer; and (vi) does not permit the subservicer any direct rights of indemnification that may be satisfied out of the Trust Estate. The Master Servicer shall deliver to the Indenture Trustee copies of all subservicing agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a subservicer retained by it receives such payment. The Master Servicer shall notify the Indenture Trustee and the Seller in writing promptly of the appointment by it of any subservicer. (c) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Indenture Trustee, the Noteholders and the Certificateholders, shall (at no expense to the Indenture Trustee, the Noteholders, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each subservicer under the related subservicing agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of subservicing agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would require were it the owner of the Financed Student Loans. The Master Servicer shall have the right to remove a subservicer retained by it in accordance with the terms of the related subservicing agreement. (d) In the event the Indenture Trustee or its designee assumes the rights and obligations of the Master Servicer under any subservicing agreement, the Master Servicer at its expense shall, upon request of the Indenture Trustee, deliver to the assuming party all documents and records relating to such subservicing agreement and the Financed Student Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. (e) The Indenture Trustee shall furnish to any subservicer any powers of attorney and other documents necessary or appropriate to enable such subservicer to carry out its servicing and administrative duties under any subservicing agreement; provided, however, that the Indenture Trustee shall not be held liable for any negligence with respect to, or misuse of, any such power of attorney by a subservicer.]

Appointment of Subservicers. In performing its duties hereunder, the Manager may, subject to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “"Subservicing Agreement,” " and each Affiliate that is a party to such Subservicing Agreement, a “"Subservicer”"); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other CollectionsCasualty Proceeds, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will require each Subservicer to forward weekly into a bank account in the name of the Manager all Collections received by such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and liable to the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) and the Noteholders for the management and the administration of the Managed Containers in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such agreements or arrangements with its Subservicers, to the same extent and under the same terms and conditions as if the Manager alone were servicing and administering the Managed Containers.

Appointment of Subservicers. In performing its duties hereunder, the Manager may, subject to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other CollectionsCasualty Proceeds, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will require each Subservicer to forward weekly into a bank account in the name of the Manager all Collections received by such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and liable to the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) and the Noteholders for the management and the administration of the Managed Containers in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such agreements or arrangements with its Subservicers, to the same extent and under the same terms and conditions as if the Manager alone were servicing and administering the Managed Containers.

Appointment of Subservicers. A. In performing its duties hereunder, the Manager may, subject addition to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Sub-Subservicing Agreement, a “Subservicer”)the Subservicer may at any time, upon the written consent of the Sub-Administrator, appoint one or more other subservicers from time to time to perform all or any portion of its obligations as Subservicer hereunder; provided, however, that (i) any applicable Notice Condition shall have been satisfied in connection therewith; provided, further, that the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and be liable to the OwnerIssuer, the Servicer, the Owner Trustee, the Indenture TrusteeAdministrator, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Indenture Trustee and the Noteholders for the management servicing and the administration administering of the Managed Containers Subserviced Student Loans in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of any such agreements or arrangements with its Subservicers, subservicer and to the same extent and under the same terms and conditions as if the Manager Subservicer alone were servicing and administering the Managed ContainersSubserviced Student Loans. The fees and expenses of a subservicer shall be as agreed between the Subservicer and such subservicer from time to time and none of the Issuer, the Servicer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Notice Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. B. The Subservicer shall cause any subservicer used by the Subservicer (or by any subservicer) 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 subservicer were the Subservicer, and to provide the information required with respect to such subservicer as is required to be filed with the Commission. The Subservicer shall be responsible for obtaining from each subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such subservicer, any assessment of compliance and attestation required to be delivered by such subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a Sxxxxxxx-Xxxxx Certification on behalf of the Issuer as and when required to be delivered. C. The Subservicer shall promptly, upon request, provide to the Issuer a written description (in form and substance satisfactory to such Issuer) of the role and function of each Subcontractor utilized by the Subservicer or any subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Applicable Servicing Criteria will be addressed in assessments of compliance and attestations 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, the Subservicer shall cause any such Subcontractor used by the Subservicer (or by any subservicer) 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 Subservicer. The Subservicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicers. In performing its duties hereunder, the Manager may, subject to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “"Subservicing Agreement,” " and each Affiliate that is a party to such Subservicing Agreement, a “"Subservicer”"); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other CollectionsCasualty Proceeds, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such subservicer. The Manager will require each Subservicer to forward weekly into a bank account in the name of the Manager all Collections received by such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and liable to the Owner, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) and the Noteholders for the management and the administration of the Managed Containers in accordance with the provisions of this Agreement, without diminution of such obligation or liability by virtue of such agreements or arrangements with its Subservicers, to the same extent and under the same terms and conditions as if the Manager alone were servicing and administering the Managed Containers.