Common use of Master Servicer Default Administrator Default Clause in Contracts

Master Servicer Default Administrator Default. (a) If any one of the following events (a "Master Servicer Default") shall occur and be continuing: (1) any failure by a Master Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment, required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for two Business Days after written notice of such failure is received by such Master Servicer from the Eligible Lender Trustee, the Indenture Trustee, the Surety Provider or the Administrator or after discovery of such failure by an officer of such Master Servicer; or (2) any failure by a Master Servicer or TMSI duly to observe or to perform in any material respect any other covenants or agreements of such Master Servicer or TMSI set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders, Certificateholders or the Surety Provider and (ii) 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 such Master Servicer or TMSI, as the case may be, by the Indenture Trustee, the Eligible Lender Trustee, the Surety Provider or the Administrator or (B) to such Master Servicer or TMSI, as the case may be, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 25% of the Outstanding Amount of the Notes or 25% of the outstanding Certificate Balance; or (3) an Insolvency Event occurs with respect to a Master Servicer; then, and in each and every case, so long as a Master Servicer 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 of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to such Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders or the Surety Provider) may terminate all the rights and obligations (other than the obligations set forth in Section 6.3 hereof) of such Master Servicer under this Agreement. On or after the receipt by such Master Servicer of such written notice, all authority and power of such Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Master Servicer as may be appointed under Section 8.2, 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 Master Servicer, 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, whether to complete the transfer and endorsement of the Financed Student Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Financed Student Loan Files from a current Master Servicer to the successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Surety Provider and the Rating Agencies.

Master Servicer Default Administrator Default. (a) If any one of the following events (a "Master Servicer Default") shall occur and be continuing: (1) any failure by a the Master Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment, required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for two Business Days after written notice of such failure is received by such the Master Servicer from the Eligible Lender Trustee, the Indenture Trustee, the Surety Provider or the Administrator or after discovery of such failure by an officer of such the Master Servicer; or (2) any failure by a the Master Servicer or TMSI duly to observe or to perform in any material respect any other covenants or agreements of such the Master Servicer or TMSI set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders, Certificateholders or the Surety Provider and (ii) 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 such the Master Servicer or TMSI, as the case may be, by the Indenture Trustee, the Eligible Lender Trustee, the Surety Provider or the Administrator or (B) to such the Master Servicer or TMSI, as the case may be, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 25% of the Outstanding Amount of the Notes or 25% of the outstanding Certificate Balance; or (3) an Insolvency Event occurs with respect to a the Master Servicer; then, and in each and every case, so long as a the Master Servicer 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 of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to such the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders or the Surety Provider) may terminate all the rights and obligations (other than the obligations set forth in Section 6.3 hereof) of such the Master Servicer under this Agreement. On or after the receipt by such the Master Servicer of such written notice, all authority and power of such the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Master Servicer as may be appointed under Section 8.2, and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized authorized, obligated and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, 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, whether to complete the transfer and endorsement of the Financed Student Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Financed Student Loan Files from a current Master Servicer to the successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Surety Provider and the Rating Agencies.

Master Servicer Default Administrator Default. (a) If any one of the following events (a "Master Servicer Default") shall occur and be continuing: (1) any failure by a the Master Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator or the Eligible Lender Trustee any payment, payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for two three Business Days after written notice of such failure is received by such the Master Servicer from the Eligible Lender Trustee, the Indenture Trustee, the Surety Provider Trustee or the Administrator or after discovery of such failure by an officer of such the Master Servicer; or (2) any failure by a the Master Servicer or TMSI duly to observe or to perform in any material respect any other covenants or agreements of such the Master Servicer or TMSI set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders, Noteholders and Certificateholders or the Surety Provider and (ii) 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 such the Master Servicer or TMSI, as the case may be, by the Indenture Trustee, the Eligible Lender Trustee, the Surety Provider or the Administrator or (B) to such the Master Servicer or TMSI, as the case may be, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 25% of the Outstanding Amount of the Notes or 25% of the outstanding Certificate Balance; or (3) an Insolvency Event occurs with respect to a the Master Servicer; or (4) any limitation, suspension or termination by the Department of the Master Servicer's eligibility to service Student Loans which materially and adversely affects the Master Servicer's ability to service the Financed Student Loans; then, and in each and every case, so long as a the Master Servicer 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 of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to such the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders or the Surety ProviderNoteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.3 hereof) of such the Master Servicer under this Agreement. On or after the receipt by such the Master Servicer of such written notice, all authority and power of such the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Master Servicer as may be appointed under Section 8.2, 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 Master Servicer, 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, whether to complete the transfer and endorsement of the Financed Student Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Financed Student Loan Files from a current Master Servicer to the successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Surety Provider Rating Agencies. Notwithstanding the termination of the Master Servicer and the Rating Agenciesengagement of a successor Master Servicer, each Servicer shall continue to serve in its capacity as Servicer or subservicer, unless it is in breach of the related Servicing or Subservicing Agreement.

Master Servicer Default Administrator Default. (a) If any one of the following events (a "Master Servicer Default") shall occur and be continuing: (1) any failure by a the Master Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator or the Eligible Lender Trustee any payment, payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for two three Business Days after written notice of such failure is received by such the Master Servicer from the Eligible Lender Trustee, the Indenture Trustee, the Surety Provider Trustee or the Administrator or after discovery of such failure by an officer of such the Master Servicer; or (2) any failure by a the Master Servicer or TMSI duly to observe or to perform in any material respect any other covenants or agreements of such the Master Servicer or TMSI set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders, Noteholders and Certificateholders or the Surety Provider and (ii) 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 such the Master Servicer or TMSI, as the case may be, by the Indenture Trustee, the Eligible Lender Trustee, the Surety Provider or the Administrator or (B) to such the Master Servicer or TMSI, as the case may be, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableNoteholders, representing not less than 25% of the Outstanding Amount of the Notes or 25% of the outstanding Certificate Balance; or (3) an Insolvency Event occurs with respect to a the Master Servicer; or (4) any limitation, suspension or termination by the Department of the Master Servicer's eligibility to service Student Loans which materially and adversely affects the Master Servicer's ability to service the Financed Student Loans; then, and in each and every case, so long as a the Master Servicer 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 of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by notice then given in writing to such the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders or the Surety ProviderNoteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.3 hereof) of such the Master Servicer under this Agreement. On or after the receipt by such the Master Servicer of such written notice, all authority and power of such the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Master Servicer as may be appointed under Section 8.2, 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 Master Servicer, 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, whether to complete the transfer and endorsement of the Financed Student Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Financed Student Loan Files from a current Master Servicer to the successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Surety Provider and the Rating Agencies.Servicer

Master Servicer Default Administrator Default. (a) If any one of the following events (a "Master Servicer Default") shall occur and be continuing: (1i) any failure by a the Master Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts at the time required for such deposit any payment required collections, Guarantee Payments, Insurance Payments or other amounts received by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver Master Servicer with respect to the Administrator any payment, required by the Basic DocumentsFinanced Student Loans, which failure in case of either clause (i) or (ii) continues unremedied for two three Business Days after written notice of such failure is received by such the Master Servicer from the Eligible Lender Trustee, the Indenture Trustee, the Surety Provider Trustee or the Administrator or after discovery of such failure by an officer of such the Master Servicer; or (2ii) any failure by a the Master Servicer or TMSI duly to observe or to perform in any material respect any other covenants or agreements of such the Master Servicer or TMSI set forth in this the Transfer and Servicing Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders, Noteholders of a Series or Certificateholders or the Surety Provider and (ii) continues 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 such the Master Servicer or TMSI, as the case may be, by the Indenture Trustee, the Eligible Lender Trustee, the Surety Provider or the Administrator or (B) to such the Master Servicer or TMSI, as the case may be, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicableholders of Directing Notes, representing not less than 25% of the Outstanding Amount of the Directing Notes or 25% of the outstanding Certificate Balancea Series; or (3iii) an Insolvency Event occurs with respect to a the Master Servicer; or (iv) any limitation, suspension or termination by the Department of Education or the Department of HHS of the Master Servicer's eligibility to service Student Loans which materially and adversely affects the Master Servicer's ability to service the Financed Student Loans; then, and in each and every case, so long as a the Master Servicer 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 holders of Directing Notes evidencing not less than 25% of the Outstanding Amount of the NotesDirecting Notes of a Series, by notice then given in writing to such the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders or the Surety Providerof a Series) may terminate all the rights and obligations (other than the obligations set forth in Section 6.3 8.3 hereof) of such the Master Servicer under this the Transfer and Servicing Agreement. On or after the receipt by such the Master Servicer of such written notice, all authority and power of such the Master Servicer under this the Transfer and Servicing Agreement, whether with respect to the NotesNotes of a Series, the Certificates or the Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Master Servicer as may be appointed under Section 8.210.2, 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 Master Servicer, 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, whether to complete the transfer and endorsement of the Financed Student Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this the Transfer and Servicing Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Financed Student Loan Files from a current Master Servicer to the successor Master Servicer and amending this the Transfer and Servicing Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Surety Provider Rating Agencies. Notwithstanding the termination of the Master Servicer and the Rating Agenciesengagement of a successor Master Servicer, each Servicer shall continue to serve in its capacity as Servicer or subservicer, unless it is in breach of the related Servicing or Subservicing Agreement.