Common use of Servicer Default Clause in Contracts

Servicer Default. Any one of the following events shall constitute a default by the Servicer (a “Servicer Default”): (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or 25% of the Holders (as defined beneficial interest in the Trust AgreementIssuing Entity; (c) of Certificates evidencing at least a majority of an Insolvency Event occurs with respect to the percentage interest of the CertificatesServicer; or (cd) the occurrence of an Insolvency Event with respect to the Servicer or[Reserved]; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 termination of such notice of terminationthe Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing (ii) all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeReceivable Files. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such its succession as Servicer pursuant to this section Servicer, shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of written notice of the occurrence of a Servicer Default, the Owner Trustee shall give written notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies, the Asset Representations Reviewer and/or the Seller pursuant to Section 10.18.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by on the part of the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or the Holders Certificateholder (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all relevant documents, data and cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from shall not be liable if it cannot perform due to the Receivables Files required for the proper servicing failure of the Receivables, together with the documentation containing any and all information necessary for the use of the tapepredecessor Servicer to so deliver. All reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly Administrator, which shall provide make such notice available to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or 25% of the Holders (as defined beneficial interest in the Trust AgreementIssuing Entity; (c) of Certificates evidencing at least a majority of an Insolvency Event occurs with respect to the percentage interest of the CertificatesServicer; or (cd) the occurrence of an Insolvency Event with respect to the Servicer or[Reserved]; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 termination of such notice of terminationthe Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing (ii) all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeReceivable Files. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such its succession as Servicer pursuant to this section Servicer, shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of written notice of the occurrence of a Servicer Default, the Owner Trustee shall give written notice thereof to the Depositor who promptly shall provide such notice Rating Agencies and/or the Seller pursuant to the Rating AgenciesSection 10.18.

Servicer Default. Any one of the following events shall constitute a default by the Servicer (a “Servicer Default”): (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a (i) if any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by Force Majeure, the five Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional 60 days and (ii) if any delay or failure of performance referred to in clause (b) for a period of 90 Business Days, above shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was have been caused by Force Majeure, the 90 day grace period referred to in such clause (b) shall be extended for an act of God or other similar occurrenceadditional 60 days. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery (ii) by the Servicer and the Owner Trustee or the Indenture Trustee, from the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orprincipal amount of the Controlling Class then outstanding, acting together as a single Class; (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer or the Depositor (as the case may be) by from the Owner Trustee or the Indenture Trustee or (Bii) to by the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by Trustee, from the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount principal amount of the Controlling Securities and the Holders (Class then outstanding, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five (5) Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) calendar days. Upon receipt of notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any one of the following events shall constitute a default by the Servicer (a “Servicer Default”): (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority not less than 50% of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery (ii) by the Servicer and the Owner Trustee or the Indenture Trustee, from the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; oraggregate principal amount of the Controlling Class then outstanding, acting together as a single Class; (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer or the Depositor (as the case may be) by from the Owner Trustee or the Indenture Trustee or (Bii) to by the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by Trustee, from the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount aggregate principal amount of the Controlling Securities and the Holders (Class then outstanding, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five (5) Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) calendar days. Upon receipt of written notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such written notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or after discovery (ii) by the Seller or the Servicer, as the case may be, and the applicable Owner Trustee and Indenture Trustee, from the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orControlling Class of Notes, acting together as a single Class, (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer (or the Depositor (Seller, so long as TMCC is the case may beServicer) by from the Owner Trustee or the Indenture Trustee or (Bii) to the Servicer Seller or the Depositor (Servicer, as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders holders of the Notes evidencing at least not less than a majority of the Outstanding Amount Controlling Class of the Controlling Securities and the Holders (Notes, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60 calendar days. Upon receipt of notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Section 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its purchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to (which notice shall be prepared by the Depositor who promptly shall provide such notice Administrator) to the Rating AgenciesAgencies then rating the Notes.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery (ii) by the Servicer and the Owner Trustee or the Indenture Trustee, from the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orprincipal amount of the Controlling Class then outstanding, acting together as a single Class, (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer or the Depositor (as the case may be) by from the Owner Trustee or the Indenture Trustee or (Bii) to by the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by Trustee, from the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount principal amount of the Controlling Securities and the Holders (Class then outstanding, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five (5) Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60 calendar days. Upon receipt of notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver to the Indenture Relevant Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure is received given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer from (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or after (iii) discovery of such failure by an any officer of the Servicer; or; (b) any failure by the Servicer or, if (or the Servicer is an affiliate of the Depositor, the DepositorSeller, as long as NMAC is the case may be, Servicer) to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or the Depositor (Seller, as long as NMAC is the case may beServicer) set forth in this Agreement or any other Basic Document(including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (i) materially and adversely affect the rights of the Certificateholders or the Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which giving of written notice of such failure, requiring the same failure to be remedied, shall have been given (Ai) to the Servicer (or the Depositor (Seller, as long as NMAC is the case may beServicer) by the Owner Trustee or the Indenture Trustee Trustee, or (Bii) to the Servicer (or the Depositor (Seller, as long as NMAC is the case may be), Servicer) and to the Owner Trustee and or the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the or Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority not less than 25% of the percentage interest of the CertificatesCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received by it with respect to any Receivable. Further, in such event, the Receivables that shall at that time be held by the predecessor Servicer shall use commercially reasonable efforts to effect and the orderly and efficient transfer delivery of the servicing of Receivable Files and the Receivables to related accounts and records maintained by the successor predecessor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Indenture Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery (ii) by the Servicer and the Owner Trustee or the Indenture Trustee, from the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; oraggregate principal amount of the Controlling Class then outstanding, acting together as a single Class; (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer or the Depositor (as the case may be) by from the Owner Trustee or the Indenture Trustee or (Bii) to by the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by Trustee, from the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount aggregate principal amount of the Controlling Securities and the Holders (Class then outstanding, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five (5) Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) calendar days. Upon receipt of written notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such written notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee (at the written direction of the holders of Notes evidencing not less than a majority of the aggregate principal amount of the Notes of the Controlling Class then outstanding, acting together as a single class) or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any one of the following events shall constitute a default by the Servicer (a “Servicer Default”): (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority not less than 50% of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Deposit Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes or Certificates, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders Notes or evidencing Percentage Interests (as defined in the Trust Agreement) of Certificates evidencing aggregating at least a majority of the percentage interest of the Certificates25%; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventSeller, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by on the part of the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or the Holders Certificateholder (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any a Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly Administrator, which shall provide make such notice available to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver or cause to be delivered to the Indenture Relevant Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five ten Business Days after (i) receipt by the Servicer of written notice of such failure is received given by the Servicer from the Owner Trustee or the Indenture Trustee or after Holders of Notes evidencing not less than a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an officer Authorized Officer of the Servicer; or; (b) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document(including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders the Securityholders and (ii) shall continue unremedied for a period of 60 90 days after receipt by the date on which Servicer of written notice of such failure, requiring the same to be remedied, shall have been failure given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling Securities and the Amount, acting together as a single class, or, if no Notes are Outstanding, Holders (as defined in the Trust Agreement) of Certificates evidencing at least not less than a majority of the percentage interest Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of the Certificates150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received by it with respect to any Receivable. Further, in such event, the Receivables that shall at that time be held by the predecessor Servicer shall use commercially reasonable efforts to effect and the orderly and efficient transfer delivery of the servicing of Receivable Files and the Receivables to related accounts and records maintained by the successor predecessor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of Notwithstanding the occurrence of a foregoing, in the event the predecessor Servicer Defaultis the Indenture Trustee, the Owner original Servicer hereunder shall reimburse the Indenture Trustee shall give notice thereof to for all reasonable costs and expenses as described in the Depositor who promptly shall provide such notice to the Rating Agenciesimmediately preceding sentence.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or 25% of the Holders (as defined beneficial interest in the Trust AgreementIssuing Entity; (c) of Certificates evidencing at least a majority of an Insolvency Event occurs with respect to the percentage interest of the CertificatesServicer; or (cd) the occurrence of an Insolvency Event with respect to the Servicer or[Reserved]; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.this

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Section 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to (which notice shall be prepared by the Depositor who promptly shall provide such notice Administrator) to the Rating AgenciesAgencies then rating the Notes.

Servicer Default. Any The occurrence of any one or more of the following events shall constitute a Servicer default by the Servicer (each, a “Servicer Default”): (a) any failure by the Servicer (or, for so long as Conn Appliances is the Servicer, Conn Appliances) to deliver make any payment, transfer or deposit under this Agreement or any other Servicer Transaction Document or to provide the Monthly Servicer Report to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Trustee to make such payment, transfer, or deposit or any withdrawal on or before the date occurring five (5) days after the date such payment, transfer or deposit is required distributions therefromto be made or given, as the case may be, under the terms of this Agreement or any other Servicer Transaction Document (or in the case of a payment, transfer or deposit to be made or given with respect to any Interest Period, by the related Payment Date); (b) failure on the part of the Servicer (or, for so long as the Servicer is Conn Appliances, Conn Appliances) to duly observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any other Servicer Transaction Document, which failure continues unremedied for a period of five Business Days thirty (30) days after written notice the earlier of such failure is received discovery by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee, the Receivables Trust, the Receivables Trust Trustee or the Indenture Trustee Issuer; or the Servicer shall assign its duties under this Agreement, except as permitted by Article II; (Bc) any representation, warranty or certification made by the Servicer in this Agreement or any other Servicer Transaction Document or in any certificate delivered pursuant to this Agreement or any other Servicer Transaction Document shall prove to have been incorrect when made and which continues unremedied for a period of thirty (30) days after the date on which the Servicer has actual knowledge thereof or on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, the Issuer, the Receivables Trust or the Depositor Receivables Trust Trustee; (d) the Servicer shall become the subject of any Event of Bankruptcy or shall voluntarily suspend payment of its obligations; (e) for so long as Conn Appliances is the case may be)Servicer, and the failure of Consolidated Parent to the Owner Trustee and the Indenture Trustee by the Holders maintain Consolidated Net Worth of the Notes evidencing at least a majority the sum of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates$250,000,000; or (cf) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer at any time that Conn Appliances is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoingServicer, a delay final judgment or judgments for the payment of money in excess of $7,500,000 in the aggregate shall have been rendered against the Issuer or failure Conn Appliances and the same shall have remained unsatisfied and in effect, without stay of performance referred to under clause (a) above execution, for a period of ten Business Days or referred to under clause thirty (b30) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or consecutive days after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, period for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer appellate review shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencieshave elapsed.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any A claim being made under either the Note Policy or the Certificate Policy; (b) Any failure by the Master Servicer or the Issuer to deposit or credit, or to deliver to the Indenture Trustee for deposit deposit, in any of the Trust Accounts any amount required hereunder to be as deposited, credited or distribution to the Certificateholders any required payment delivered or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee, the Indenture Trustee or the Indenture Trustee Insurer or after discovery of such failure by an officer of the Master Servicer; or; (bc) Any failure by the Master Servicer orto deliver to the Insurer, the Indenture Trustee or the Owner Trustee a report in accordance with Section 4.09 and/or Section 4.10 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Master Servicer shall have defaulted in the due observance of any provision of Section 7.02 (other than failure to enter into an assumption agreement under Section 7.02, which is a Servicer Default only if such failure continues for ten Business Days); (d) Failure on the Servicer is an affiliate part of the DepositorSeller, the Depositor, as Issuer or the case may be, Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer or the Depositor (as the case may be) Seller set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Insurer, the Owner Trustee, the Indenture Trustee, the Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Depositor Seller (as the case may be) by the Insurer, the Owner Trustee or the Indenture Trustee or (B) to the Master Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or, if the Holders (as defined Notes have been paid in the Trust Agreement) of Certificates full, by Certificateholders evidencing at least a majority not less than 25% of the percentage interest Certificate Balance, or, so long as no default under either Policy has occurred and is continuing and no insolvency of the Certificates; orInsurer has occurred, by the Insurer; (ce) the The occurrence of an Insolvency Event with respect to the Servicer Seller, the Issuer or the Master Servicer; or (f) Any representation, if the Servicer is an affiliate warranty or statement of the DepositorMaster Servicer, the Depositor. Notwithstanding Issuer or the foregoingSeller made in this Agreement or any certificate, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God report or other similar occurrence. Upon writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the occurrence of time when the same shall have been made (excluding, however, any such event, the Servicer representation or warranty to which Section 3.01 or 4.06 shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to applicable so perform its obligations. So long as the Master Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Certificateholders and, within 30 days after written notice thereof shall have been given to the Master Servicer or the Seller by the Indenture Trustee or the Owner Trustee or by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, or Certificateholders evidencing not less than 25% of the Certificate Balance or, so long as no default has occurred under either Policy and is continuing and no Insurer Insolvency has occurred, by the Insurer, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; then, and in each and every case, so long as such Servicer Default shall not have been remedied or stayed by and subject to the application limitations set forth in Section 6.07 of the above paragraphInsurance Agreement, either the Indenture Trustee or Trustee, the Insurer, the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or by Certificateholders evidencing not less than 25% of the Certificate Balance), by notice then given in writing to the Master Servicer (and to the Insurer, the Indenture Trustee and the Owner Trustee if given by the NoteholdersNoteholders or the Certificateholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Master Servicer under this Agreement. Upon such termination, termination of the Master Servicer as custodian can be made pursuant to Section 3.07. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables Contracts 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 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables Contracts and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Servicer Indenture Trustee 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 any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating AgenciesContract.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer ---------------- Default”):") shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing at least a majority Noteholders representing not less than 25% of the Outstanding Amount of the Controlling Securities Notes provided, however, any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatesreimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon to comply with any requirements under the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations Higher Education Act resulting in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description loss of its efforts to eligibility as a third-party servicer; then, and in each and every case, so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders Noteholders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders or Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing at least a majority Noteholders or Certificateholders, as applicable, representing not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes or not less than 25% of the percentage interest outstanding Certificate Balance provided, however any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the CertificatesServicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon to comply with any requirements under the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations Higher Education Act resulting in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description loss of its efforts to eligibility as a third-party servicer; then, and in each and every case, so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders Noteholders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (each a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver remit to the Indenture Trustee for deposit in any Collection Account on behalf of the Trust Accounts or distribution to the Certificateholders Bond Issuer any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues Remittance that shall continue unremedied for a period of five (5) Servicer Business Days after written notice of such failure is received by the Servicer from the Owner Trustee Bond Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerBond Trustee; or (b) any failure by on the part of the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (ia) materially and adversely affect the rights of Certificateholders or Noteholders the Bondholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee Bond Issuer or (B) to the Servicer by the Bond Trustee or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes Bonds evidencing at least a majority not less than 25 percent of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the CertificatesBonds; or (c) any representation or warranty made by the occurrence Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Bondholders and which material adverse effect continues unremedied for a period of 60 days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or (d) an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Bond Trustee, or the Holders of the Notes Bonds evidencing at least a majority not less than 25 percent of the Outstanding Amount of the Controlling SecuritiesBonds, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Bond Trustee if given by the NoteholdersBondholders) (a “Termination Notice”) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to a court of competent jurisdiction for sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property: (1) the Bondholders and the Bond Trustee as beneficiary of the Statutory Lien permitted by the Statute; (2) the Bond Issuer or (3) financing parties or other assignees under Section 4928.2310 of the Statute, of the Phase-In-Recovery Property. On or after the receipt by the Servicer of such written noticea Termination Notice, and subject to the approval of the PUCO, all authority and power of the Servicer under this Agreement, whether with respect to the NotesBonds, the Certificates or Phase-In-Recovery Property, the Receivables Phase-In-Recovery Charge or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.027.02; and, without limitation, the Indenture Bond Trustee and the Owner Trustee are is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 terminationTermination Notice, whether to complete the transfer and endorsement of the Receivables Phase-In-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee Bond Issuer and the Owner Bond Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositremittance, or shall thereafter be received by it with respect to any Receivablethe Phase-In-Recovery Property or the Phase-In-Recovery Charge. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the In case a successor Servicer is appointed as a current computer tape containing result of a Servicer Default, all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred in connection with transferring the Receivable Files Phase-In-Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing at least a majority Noteholders representing not less than 50% of the Outstanding Amount of the Controlling Securities Notes provided, however, any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatesreimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon to comply with any requirements under the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations Higher Education Act resulting in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description loss of its efforts to eligibility as a third-party servicer; then, and in each and every case, so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders Noteholders of the Notes evidencing at least a majority not less than 50% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered, then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes or 25% of the percentage interest of the CertificatesCertificate Balance; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orSeller or the Servicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing (ii) all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeReceivable Files. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such its succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Deposit Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes Notes, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes, or if the Notes are no longer Outstanding, Holders (as defined in the Trust Agreement) of Certificates evidencing Percentage Interests (as defined in the Trust Agreement) aggregating at least a majority of the percentage interest of the Certificates25%; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventSeller, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver to the Indenture Relevant Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure is received given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer from (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than a majority of the Outstanding Amount, or after (iii) discovery of such failure by an any officer of the Servicer; orprovided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; (b) any failure by the Servicer or, if (or the Servicer is an affiliate of the Depositor, the DepositorSeller, as long as NMAC is the case may be, Servicer) to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or the Depositor (Seller, as long as NMAC is the case may beServicer) set forth in this Agreement or any other Basic Document(including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (i) materially and adversely affect the rights of the Certificateholders or the Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which giving of written notice of such failure, requiring the same failure to be remedied, shall have been given (Ai) to the Servicer (or the Depositor (Seller, as long as NMAC is the case may beServicer) by the Owner Trustee or the Indenture Trustee Trustee, or (Bii) to the Servicer (or the Depositor (Seller, as long as NMAC is the case may be), Servicer) and to the Owner Trustee and or the Indenture Trustee by the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling Securities and the or Holders (as defined in the Trust Agreement) of Certificates evidencing at least not less than a majority of the percentage interest Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of the Certificates150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(a)(i)(K) and Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received by it with respect to any Receivable. Further, in such event, the Receivables that shall at that time be held by the predecessor Servicer shall use commercially reasonable efforts to effect and the orderly and efficient transfer delivery of the servicing of Receivable Files and the Receivables to related accounts and records maintained by the successor predecessor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of Notwithstanding the occurrence of a foregoing, in the event the predecessor Servicer Defaultis the Indenture Trustee, the Owner original Servicer hereunder shall reimburse the Indenture Trustee shall give notice thereof to for all reasonable costs and expenses as described in the Depositor who promptly shall provide such notice to the Rating Agenciesimmediately preceding sentence.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver to the Indenture Relevant Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice of such failure is received given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer from (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Outstanding Amount, or after (iii) discovery of such failure by an any officer of the Servicer; or; (b) any failure by the Servicer or, if (or the Servicer is an affiliate of the Depositor, the DepositorSeller, as long as NMAC is the case may be, Servicer) to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or the Depositor (Seller, as long as NMAC is the case may beServicer) set forth in this Agreement or any other Basic Document(including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (i) materially and adversely affect the rights of the Certificateholders or the Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which giving of written notice of such failure, requiring the same failure to be remedied, shall have been given (Ai) to the Servicer (or the Depositor (Seller, as long as NMAC is the case may beServicer) by the Owner Trustee or the Indenture Trustee Trustee, or (Bii) to the Servicer (or the Depositor (Seller, as long as NMAC is the case may be), Servicer) and to the Owner Trustee and or the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the or Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority not less than 25% of the percentage interest of the CertificatesCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received by it with respect to any Receivable. Further, in such event, the Receivables that shall at that time be held by the predecessor Servicer shall use commercially reasonable efforts to effect and the orderly and efficient transfer delivery of the servicing of Receivable Files and the Receivables to related accounts and records maintained by the successor predecessor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Indenture Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Deposit Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes Notes, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes, or if the Notes are no longer Outstanding, Holders (as defined in the Trust Agreement) of Certificates evidencing Percentage Interests (as defined in the Trust Agreement) aggregating at least a majority of the percentage interest of the Certificates25%; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventSeller, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any successor Servicer (including the Indenture Trustee as successor Servicer) shall provide the Seller in writing with such information as is reasonably requested by the Seller to comply with its reporting obligations under the Exchange Act with respect to such Servicer. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Trustee by the Holders Noteholders representing not less than 25% of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.01, 3.02, 3.03 or 3.04 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.05; or (c) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.05 and Section 4.02) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.02. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.01) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or Servicing Agreement (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered, then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by on the part of the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or the Holders Certificateholder (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any a Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorCompany, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Company (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Company (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Company (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes or Certificates, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes or 25% of the percentage interest of the Certificatesoutstanding Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventCompany, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute (each a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Master Servicer or the Issuer, to deposit or credit, or to deliver to the Indenture Trustee for deposit deposit, in any of the Trust Accounts any amount required hereunder to be as deposited, credited or distribution to the Certificateholders any required payment delivered or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Master Servicer; or; (b) any failure by the Master Servicer orto deliver to the Indenture Trustee or the Owner Trustee a report in accordance with Section 4.09 or Section 4.10 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Master Servicer shall have defaulted in the due observance of any provision of Section 7.02 (other than failure to enter into an assumption agreement under Section 7.02, which is a Servicer Default only if such failure continues for ten Business Days); (c) failure on the Servicer is an affiliate part of the DepositorSeller, the Depositor, as Issuer or the case may be, Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer or the Depositor (as the case may be) Seller set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Owner Trustee, the Indenture Trustee, the Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Master Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes of the percentage interest Controlling Class, or, if the Notes have been paid in full, by Certificateholders evidencing not less than 25% of the Certificates; oraggregate Certificate Percentage Interest; (cd) the occurrence of an Insolvency Event with respect to the Servicer Seller, the Issuer or the Master Servicer; or (e) any representation, if the Servicer is an affiliate warranty or statement of the DepositorMaster Servicer, the Depositor. Notwithstanding Issuer or the foregoingSeller made in this Agreement or any certificate, a delay in report or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented other writing delivered by the exercise of reasonable diligence Master Servicer prepared based on information provided by the Master Servicer and was caused by an act pursuant hereto shall prove to be incorrect in any material respect as of God the time when the same shall have been made (excluding, however, any representation or other similar occurrence. Upon the occurrence of any such event, the Servicer warranty to which Section 3.01 or 4.06 shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to applicable so perform its obligations. So long as the Master Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Certificateholders and, within 30 days after written notice thereof shall have been given to the Master Servicer or the Seller by the Indenture Trustee or the Owner Trustee or by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes of the Controlling Class, or Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; then, and in each and every case, so long as such Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or Trustee, the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Notes of the Controlling SecuritiesClass (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or by Certificateholders evidencing not less than a majority of the aggregate Certificate Percentage Interest), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the NoteholdersNoteholders or the Certificateholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Master Servicer under this Agreement. Upon such termination or a termination pursuant to Section 8.06, termination of the Master Servicer as custodian can be made pursuant to Section 3.07. On or after the receipt by the Master Servicer of such written noticenotice of termination pursuant to this Section or Section 8.06, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Trustee, the Backup Servicer or such successor Master Servicer as may be appointed under Section 8.02, as the case may be; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables Contracts and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Servicer Indenture Trustee or the Backup Servicer, as the case may be, 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 any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating AgenciesContract.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Indenture Relevant Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Relevant Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or after discovery (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orNotes, acting as a single Class, (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer (or the Depositor (Seller, so long as TMCC is the case may beServicer) by from the Owner Trustee or the Indenture Trustee or (Bii) to the Servicer Seller or the Depositor (Servicer, as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling Securities and the Holders (Notes, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, if the Servicer is an affiliate of the Depositorhowever, the Depositor. Notwithstanding the foregoing, that a delay in or failure of performance referred to under clause clauses (a) or (b) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall 60 days will not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God force majeure or other similar occurrence. Upon receipt of notice of the occurrence of any such eventa Servicer Default, the Indenture Trustee shall give prompt written notice thereof to the Rating Agencies. At any time when a Servicer shall not be relieved from using its best efforts to perform its obligations Default set forth in a timely manner in accordance with the terms of this Agreement clauses (a) through (c) above has occurred and the Servicer shall provide the Indenture Trusteeis continuing, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (each a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver remit to the Indenture Trustee for deposit in any Collection Account on behalf of the Trust Accounts or distribution to the Certificateholders Note Issuer any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues Remittance that shall continue unremedied for a period of five (5) Servicer Business Days after written notice of such failure is received by the Servicer from the Owner Trustee Note Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerNote Trustee; or (b) any failure by on the part of the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (ia) materially and adversely affect the rights of the Noteholders or Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee Note Issuer or (B) to the Servicer by the Note Trustee or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25 percent of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the CertificatesNotes; or (c) any representation or warranty made by the occurrence Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Noteholders or Certificateholders and which material adverse effect continues unremedied for a period of 60 days after written notice of such failure is received by the Servicer from the Note Issuer or the Note Trustee; or (d) an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Note Trustee, or the Holders of the Notes evidencing at least a majority not less than 25 percent of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Note Trustee if given by the Noteholders) (a “Termination Notice”) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the DTE for sequestration and payment of revenues arising with respect to the Transition Property: (1) the Noteholders, Certificateholders, Note Trustees and the Certificate Trustee as beneficiary of any statutory lien permitted by the Statute; (2) the Note Issuer or its assignees; (3) the Certificate Issuer or (4) pledgees or transferees, including transferees under Section 1H(f) of the Statute, of the Transition Property. On or after the receipt by the Servicer of such written noticea Termination Notice, and subject to the approval of the DTE, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Transition Property, the Receivables RTC Charge or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.027.02; and, without limitation, the Indenture Note Trustee and the Owner Trustee are is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 terminationTermination Notice, whether to complete the transfer and endorsement of the Receivables Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee Note Issuer and the Owner Note Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositremittance, or shall thereafter be received by it with respect to any Receivablethe Transition Property or the RTC Charge. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the In case a successor Servicer is appointed as a current computer tape containing result of a Servicer Default, all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred in connection with transferring the Receivable Files Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any Any failure by the Servicer to deliver to the Indenture Owner Trustee or the Trustee for deposit in any of the Trust Accounts or distribution the Certificate Distribution Account any payment required to be so delivered under the Certificateholders any required payment terms of the Notes, the Certificates or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues this Agreement that shall continue unremedied for a period of five 30 Business Days after written notice of such failure is received by the Servicer from the Security Insurer, the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer Officer of the Servicer; or (b) failure Failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the Depositor, Seller (as the case may be, ) duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in the Notes, the Certificates, this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholders, the Security Insurer or the Noteholders (without regard to the Note Policy) and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or by the Depositor (as the case may be) by Security Insurer, the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the outstanding principal amount of the Notes evidencing at least a majority as applicable (or for such longer period, not in excess of the Outstanding Amount 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of the Controlling Securities remedy within 120 days and the Holders (as defined in Servicer delivers an Officers’ Certificate to the Trust Agreement) of Certificates evidencing at least a majority of Security Insurer, the percentage interest of Owner Trustee and the CertificatesTrustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or (c) the occurrence of an An Insolvency Event occurs with respect to the Servicer or any successor; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (ad) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer an Insurer Default shall not have been remedied or stayed by the application occurred and be continuing, an Insurance Agreement Trigger Event described in Section 6.01 of the above paragraphInsurance Agreement shall have occurred; then, either and in each and every case, (i) so long as no Insurer Default shall have occurred and be continuing, the Indenture Security Insurer may, subject to subsection (b) of this Section 8.1 or (ii) if an Insurer Default shall have occurred and be continuing, any of the Trustee or the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount principal amount of the Controlling SecuritiesNotes then outstanding or Holders of Certificates of Percentage Interests greater than 50% in the case of any default that does not adversely affect the Trustee or the Noteholders, in any case by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the NoteholdersSecurity Insurer or, as applicable, the Noteholders or the Certificateholders) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. For purposes of Section 8.1(b), any determination of an adverse effect on the interest of the Certificateholders or the Noteholders pursuant to Section 8.1(b) shall be made without consideration of the availability of funds under the Note Policy. On or after the receipt by the Servicer of such written notice, all authority authority, power, obligations and power responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shallautomatically shall pass to, without further action, pass to and be vested in and become obligations and responsibilities of the Indenture Trustee or such in its capacity as successor Servicer as may provided that the Trustee is not unwilling or unable to act; provided, however, that the Trustee shall have no liability with respect to any obligation which was required to be appointed under Section 8.02; and, without limitation, performed by the Indenture prior Servicer prior to the date that the Trustee and becomes the Owner Servicer or any claim of a third party based on any alleged action or inaction of the prior Servicer. The Trustee are hereby is authorized and empowered by this Agreement, as successor Servicer to execute and deliver, for the benefit on behalf of the predecessor prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, 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 Receivables and the other Trust Property and related documents, to show the Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The predecessor prior Servicer shall agrees to cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee Servicer in effecting the termination of the responsibilities and rights of the predecessor prior Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor prior Servicer for deposit, or shall have been deposited by the prior Servicer, in the Collection Account or thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to and the successor Servicer, and as promptly as practicable, the Servicer shall provide delivery to the successor Servicer of all Receivable Files, records and a current computer tape in readable form containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to enable the successor Servicer to service the Receivables and amending this Agreement to reflect such succession the other Trust Property. The terminated Servicer shall grant the Trustee, (in its capacity as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer DefaultTrustee and/or successor Servicer), the Owner Trustee shall give notice thereof and the Security Insurer reasonable access to the Depositor who promptly shall provide such notice to terminated Servicer’s premises at the Rating AgenciesServicer’s reasonable expense.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or after discovery (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orControlling Class of Notes, acting together as a single Class, (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer (or the Depositor (Seller, so long as TMCC is the case may beServicer) by from the Owner Trustee or the Indenture Trustee or (Bii) to the Servicer Seller or the Depositor (Servicer, as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders holders of the Notes evidencing at least not less than a majority of the Outstanding Amount Controlling Class of the Controlling Securities and the Holders (Notes, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60 calendar days. Upon receipt of notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or 25% of the Holders (as defined beneficial interest in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the CertificatesIssuing Entity; or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orServicer, (d) then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 termination of such notice of terminationthe Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing (ii) all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeReceivable Files. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such its succession as Servicer pursuant to this section Servicer, shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of written notice of the occurrence of a Servicer Default, the Owner Trustee shall give written notice thereof to [the Depositor who promptly shall provide such notice to Counterparties and] the Rating Agencies, the Asset Representations Reviewer and/or the Seller pursuant to Section 10.18.

Servicer Default. Any In case one or more of the following events shall constitute a of default by the Servicer (each, a “"Servicer Default”):") shall occur and be continuing, that is to say: (ai) any failure by the Servicer to deliver remit to the Indenture Trustee for deposit in any payment required to be made under the terms of the Trust Accounts or distribution to the Certificateholders any required payment or to direct the Indenture Trustee to make any required distributions therefrom, this Agreement which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the ServicerDays; or (bii) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, the breach of which failure shall (i) materially has a material adverse effect and adversely affect the rights of Certificateholders or Noteholders and (ii) which continue unremedied for a period of 60 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee; or (Aiii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or the Depositor (as the case may be) by the Owner Trustee of or the Indenture Trustee relating to all or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders substantially all of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatesits property; or (cv) the occurrence Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency Event with respect to assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred attempts to under clause assign its right to servicing compensation hereunder (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence other than any payment by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, portion of the Servicing Fee to the Seller as provided in a separate side letter between the Seller and the Servicer) or the Servicer shall not attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be relieved from using its best efforts qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations hereunder; or then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery such case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the a Servicer Default shall not have been remedied or stayed by remedied, the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesTrustee, by notice then given in writing to the Servicer (and shall with respect to the Indenture Trustee and the Owner Trustee if given a payment default by the NoteholdersServicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of any other Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this AgreementAgreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes, the Certificates or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitationTrustee. Upon written request from the Trustee, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to Servicer shall prepare, execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, 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 or assignment of the Receivables Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense. The predecessor defaulting Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to the Custodial Account or shall Escrow Accounts or thereafter be received by it with respect to the Mortgage Loans or any Receivable. Furtherrelated REO Property (provided, in such eventhowever, that the defaulting Servicer shall use commercially reasonable efforts continue to effect the orderly and efficient transfer of the servicing of the Receivables be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the successor Servicerdate of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and as promptly as practicable, the Servicer shall provide continue to be entitled to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing benefits of the ReceivablesSection 7.04, together notwithstanding any such termination, with the documentation containing any and all information necessary for the use of the taperespect to events occurring prior to such termination). All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section The Trustee shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence not have knowledge of a Servicer DefaultDefault unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating AgenciesTrust Fund or this Agreement.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, any Currency Swap Counterparty, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants term, covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Trustee Indenture Trustee, the Indenture Administrator and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing Noteholders representing at least a majority of the Outstanding Amount of the Controlling Securities and Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Holders (as defined Servicer is in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatescompliance with its obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and was caused as required under Article VII (including, without limitation, any failure by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be relieved from using its best efforts to perform its obligations delivered; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders Indenture Administrator, or the Noteholders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee Trustee, the Indenture Administrator and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrator or such successor Servicer servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, servicer and the Indenture Trustee and the Owner Trustee Administrator in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses, including, without limitation, any costs or expenses (including attorneys’ fees) associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee Issuer shall give notice thereof to the Depositor who promptly shall provide such notice to Indenture Trustee and the Rating Agencies. Notwithstanding the foregoing, the Servicer shall not be deemed to have breached its obligations to service the Trust Student Loans, nor will a Servicer Default be deemed to have occurred under this Section 5.1, if the Servicer is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man made disasters); provided, that the Servicer shall be required to diligently undertake all actions necessary to resume the performance of its duties hereunder as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the Trust Student Loans, to transfer servicing, either temporarily or permanently, to another servicer.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery (ii) by the Servicer and the Owner Trustee or the Indenture Trustee, from the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orprincipal amount of the Controlling Class then outstanding, acting together as a single Class, (b) failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer or the Depositor (as the case may be) by from the Owner Trustee or the Indenture Trustee or (Bii) to by the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by Trustee, from the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount principal amount of the Controlling Securities and the Holders (Class then outstanding, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five (5) Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional sixty (60) calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) calendar days. Upon receipt of notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of Notes of the Controlling SecuritiesClass of Notes acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or 25% of the Holders (as defined beneficial interest in the Trust AgreementIssuing Entity; (c) of Certificates evidencing at least a majority of an Insolvency Event occurs with respect to the percentage interest of the CertificatesServicer; or (cd) the occurrence failure by NH Credit as Servicer to engage a replacement Backup Servicer within one hundred eighty days after the date that SST is terminated as Backup Servicer, unless SST is terminated as Backup Servicer pursuant to Section 2.3 of an Insolvency Event with respect the Backup Servicing Agreement, in which case a Backup Servicer will no longer be required, notwithstanding anything in the Basic Documents to the Servicer orcontrary; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer and to any Backup Servicer that is engaged at that time (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as Successor Servicer, may not be terminated for a Servicer Default set forth in Section 8.1(b) with respect to the Seller or under Section 8.1(d). On or after the receipt by the Servicer and any Backup Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in (a) the Backup Servicer, or if no Backup Servicer is then engaged (b) the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 termination of such notice of terminationthe Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing (ii) all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeReceivable Files. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such its succession as Servicer pursuant to this section Servicer, shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of written notice of the occurrence of a Servicer Default, the Owner Trustee shall give written notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (b) any failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements (other than as set forth in clause (a)) of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall shall: (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), ) and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of the Notes Noteholders or Certificateholders, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or 25% of the Holders (as defined beneficial interest in the Trust AgreementIssuing Entity; (c) of Certificates evidencing at least a majority of an Insolvency Event occurs with respect to the percentage interest of the CertificatesServicer; or (cd) the occurrence failure by NH Credit as Servicer to engage a replacement Backup Servicer within one hundred eighty days after the date that SST is terminated as Backup Servicer, unless SST is terminated as Backup Servicer pursuant to Section 2.3 of an Insolvency Event with respect the Backup Servicing Agreement, in which case a Backup Servicer will no longer be required, notwithstanding anything in the Basic Documents to the Servicer orcontrary; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer and to any Backup Servicer that is engaged at that time (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as Successor Servicer, may not be terminated for a Servicer Default set forth in Section 8.1(b) with respect to the Seller or under Section 8.1(d). On or after the receipt by the Servicer and any Backup Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in (a) the Backup Servicer, or if no Backup Servicer is then engaged (b) the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 termination of such notice of terminationthe Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing (ii) all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeReceivable Files. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such transfer, including the costs of transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such its succession as Servicer pursuant to this section Servicer, shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of written notice of the occurrence of a Servicer Default, the Owner Trustee shall give written notice thereof to the Depositor who promptly shall provide such notice to Rating Agencies and the Rating AgenciesCounterparties.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Deposit Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the [Owner Trustee and the the] Indenture Trustee by the Holders of the Notes Notes, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes, or if the Notes are no longer Outstanding, Holders (as defined in the Trust Agreement) of Certificates evidencing Percentage Interests (as defined in the Trust Agreement) aggregating at least a majority of the percentage interest of the Certificates25%; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventSeller, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, [the Certificates or or] the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Collection Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes Notes, Trust Certificates or Overcollateralization Certificates, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders Notes, evidencing Percentage Interests (as defined in the Trust Agreement) of Certificates evidencing aggregating at least a majority 25% or evidencing not less than 25% of the percentage interest of the CertificatesCertificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventSeller, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants term, covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee, the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee by or the Holders Indenture Administrator, or the Noteholders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee Trustee, the Indenture Administrator and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrator or such successor Servicer servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicerservicer, the Indenture Trustee Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses, including, without limitation, any costs or expenses (including attorneys’ fees) associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by on the part of the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or the Holders Certificateholder (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any a Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any one Each of the following events shall constitute a default by the Servicer (is a “Servicer Default”):: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts Collection Account or distribution to the Certificateholders Reserve Account any required payment or to direct the Indenture Trustee to make any required distributions payment or distribution therefrom, which failure continues unremedied for a period of five Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or after discovery (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orNotes, acting as a single Class, (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic DocumentAgreement, which failure shall (i) materially and adversely affect the rights of Certificateholders the Certificateholder or Noteholders and (ii) shall continue unremedied for a period of 60 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given failure is received (Ai) to by the Servicer (or the Depositor (Seller, so long as TMCC is the case may beServicer) by from the Owner Trustee or the Indenture Trustee or (Bii) to the Servicer Seller or the Depositor (Servicer, as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling Securities and the Holders (Notes, acting together as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatessingle Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer orServicer; provided, however, that (A) if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a any delay in or failure of performance referred to under in clause (a) above for a shall have been caused by force majeure or other similar occurrences, the five Business Day grace period of ten Business Days or referred to under in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60 calendar days. Upon receipt of notice of the occurrence of a period of 90 Business DaysServicer Default, the Indenture Trustee shall not constitute give prompt written notice thereof to the Rating Agencies. At any time when a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer set forth in clauses (a) through (c) above has occurred and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventis continuing, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof and the rights set forth in Section 7.04 hereof) of the Servicer under this Agreement. On By the same required vote, the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or after payments from or to the receipt by the Collection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or . No such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer waiver shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect extend to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing subsequent or other default or impair any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agenciesright consequent thereto.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants term, covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Trustee Indenture Trustee, the Indenture Administrator and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing Noteholders representing at least a majority of the Outstanding Amount of the Controlling Securities and Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Holders (as defined Servicer is in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatescompliance with its obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and was caused as required under Article VII (including, without limitation, any failure by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be relieved from using its best efforts to perform its obligations delivered; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders Indenture Administrator, or the Noteholders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee Trustee, the Indenture Administrator and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrator or such successor Servicer servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, servicer and the Indenture Trustee and the Owner Trustee Administrator in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses, including, without limitation, any costs or expenses (including attorneys’ fees) associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee Issuer shall promptly give notice thereof to the Depositor who promptly shall provide such notice to Indenture Trustee, the Indenture Administrator and the Rating Agencies. Notwithstanding the foregoing, the Servicer shall not be deemed to have breached its obligations to service the Trust Student Loans, nor will a Servicer Default be deemed to have occurred under this Section 5.1, if the Servicer is rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man made disasters); provided, that the Servicer shall be required to diligently undertake all actions necessary to resume the performance of its duties hereunder as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the Trust Student Loans, to transfer servicing, either temporarily or permanently, to another servicer.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders and any Cross Currency Swap Counterparty, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing at least a majority Noteholders representing not less than 50% of the Outstanding Amount of the Controlling Securities Notes provided, however, any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificatesreimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon to comply with any requirements under the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations Higher Education Act resulting in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description loss of its efforts to eligibility as a third-party servicer; then, and in each and every case, so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders Noteholders of the Notes evidencing at least a majority not less than 50% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Master Servicer or the Issuer, to deposit or credit, or to deliver to the Indenture Trustee for deposit deposit, in any of the Trust Accounts any amount required hereunder to be as deposited, credited or distribution to the Certificateholders any required payment delivered or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Master Servicer; or; (b) any failure by the Master Servicer orto deliver to the Indenture Trustee or the Owner Trustee a report in accordance with Section 4.09 or Section 4.10 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Master Servicer shall have defaulted in the due observance of any provision of Section 7.02 (other than failure to enter into an assumption agreement under Section 7.02, which is a Servicer Default only if such failure continues for ten Business Days); (c) failure on the Servicer is an affiliate part of the DepositorSeller, the Depositor, as Issuer or the case may be, Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer or the Depositor (as the case may be) Seller set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Owner Trustee, the Indenture Trustee, the Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Master Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes of the percentage interest Controlling Class, or, if the Notes have been paid in full, by Certificateholders evidencing not less than 25% of the Certificates; oraggregate Certificate Percentage Interest; (cd) the occurrence of an Insolvency Event with respect to the Servicer Seller, the Issuer or the Master Servicer; or (e) any representation, if the Servicer is an affiliate warranty or statement of the DepositorMaster Servicer, the Depositor. Notwithstanding Issuer or the foregoingSeller made in this Agreement or any certificate, a delay in report or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented other writing delivered by the exercise of reasonable diligence Master Servicer prepared based on information provided by the Master Servicer and was caused by an act pursuant hereto shall prove to be incorrect in any material respect as of God the time when the same shall have been made (excluding, however, any representation or other similar occurrence. Upon the occurrence of any such event, the Servicer warranty to which Section 3.01 or 4.06 shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to applicable so perform its obligations. So long as the Master Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, as the case may be), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Noteholders or the Certificateholders and, within 30 days after written notice thereof shall have been given to the Master Servicer or the Seller by the Indenture Trustee or the Owner Trustee or by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes of the Controlling Class, or Certificateholders evidencing not less than 25% of the aggregate Certificate Percentage Interest, the circumstance or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; then, and in each and every case, so long as such Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or Trustee, the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Notes of the Controlling SecuritiesClass (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or by Certificateholders evidencing not less than a majority of the aggregate Certificate Percentage Interest), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the NoteholdersNoteholders or the Certificateholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Master Servicer under this Agreement. Upon such termination or a termination pursuant to Section 8.06, termination of the Master Servicer as custodian can be made pursuant to Section 3.07. On or after the receipt by the Master Servicer of such written noticenotice of termination pursuant to this Section or Section 8.06, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or Certificates, the Receivables Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Trustee, the Backup Servicer or such successor Master Servicer as may be appointed under Section 8.02, as the case may be; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables Contracts and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Servicer Indenture Trustee or the Backup Servicer, as the case may be, 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 any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating AgenciesContract.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by on the part of the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders Certificateholder or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and Notes or the Holders Certificateholder (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer orServicer; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all relevant documents, data and cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly a Receivable and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from shall not be liable if it cannot perform due to the Receivables Files required for the proper servicing failure of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeServicer to so deliver. All reasonable and documented costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly Administrator, which shall provide make such notice available to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues therefrom that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer Authorized Officer of the Servicer; or (b) failure by on the part of the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of either the Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Notes or Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority not less than 25% of the percentage interest outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the CertificatesServicer delivers an Officers' Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or (c) the occurrence of an Insolvency Event occurs with respect to the Servicer oror any successor; then, if the Servicer is an affiliate of the Depositorand in each and every case, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof7.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.028.2; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any a Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including reasonable attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any (a) If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") ---------------- shall occur and be continuing: (ai) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for deposit in any of the Trust Accounts related Collection Period or to deliver to the Indenture Trustee for distribution to the Certificateholders Noteholders any proceeds or payment required payment or to direct be so delivered under the Indenture Trustee to make any required distributions therefrom, which failure continues terms of the Notes and this Agreement that shall continue unremedied for a period of five more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery the Holders of such failure by an officer Notes evidencing not less than 25% of the ServicerNote Principal Balance; or (bii) any failure by on the part of the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) Servicer, set forth in the Notes or in this Agreement or any other Basic DocumentAgreement, which failure shall (ia) materially and adversely affect the rights of Certificateholders or the Noteholders and (iib) continue unremedied for a period of 60 more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (Ay) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Depositor (Seller, as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the CertificatesNote Principal Balance; or (ciii) the occurrence entry of an Insolvency Event with respect to a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer orin any insolvency, if readjustment of debt, marshaling of assets and liabilities, or similar proceedings, or for the Servicer is an affiliate winding up or liquidation of its affairs, and the Depositor, the Depositor. Notwithstanding the foregoing, a delay continuance of any such decree or order unstayed and in or failure of performance referred to under clause (a) above effect for a period of ten Business Days or referred to under clause 60 consecutive days; or (biv) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and was caused liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the admission by an act the Servicer in writing of God or other similar occurrence. Upon its inability to pay its debts generally as they become due, the occurrence filing by the Servicer of a petition to take advantage of any such eventapplicable insolvency or reorganization statute, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and making by the Servicer shall provide of an assignment for the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description benefit of its efforts to so perform creditors, or the voluntary suspension by the Servicer of payment of its obligations. So ; then, and in each and every case, so long as the a Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority more than 50% of the Outstanding Amount of the Controlling Securities, by notice then given in writing to the Servicer Note Principal Balance (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) ), may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. . (b) On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.028.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee and or such other successor Servicer, as the Owner Trustee are case may be, is hereby authorized and empowered to execute and deliver, for the benefit on behalf of the predecessor 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 Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer, Servicer and the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any a Receivable. Further, in such event, The Indenture Trustee shall give the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer Rating Agencies notice of any termination of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to the terms of this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating AgenciesSection 8.1.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Certificateholders the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or Servicing Agreement (5) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for 15 calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered, then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority of the percentage interest of the Certificates; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Notes or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to (which notice shall be prepared by the Depositor who promptly shall provide such notice Administrator) to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer Default”):") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorSeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Seller (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes or Certificates, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders Notes or Percentage Interests (as defined in the Trust Agreement) of Certificates evidencing aggregating at least a majority of the percentage interest of the Certificates25%; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventSeller, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “"Servicer ---------------- Default”):") shall occur and be continuing: (a1) any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or distribution (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Certificateholders Administrator any payment required payment or to direct by the Indenture Trustee to make any required distributions therefromBasic Documents, which failure in case of either clause (i) or (ii) continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Servicer or the Depositor (as the case may be) set forth in this Agreement or any other Basic DocumentDocument to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders or Noteholders and (ii) continue continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Indenture Trustee, the Eligible Lender Trustee or the Indenture Trustee Administrator or (B) to the Servicer or the Depositor (as the case may be)Servicer, and to the Owner Indenture Trustee and the Indenture Eligible Lender Trustee by the Holders of the Notes evidencing at least a majority Noteholders or Certificateholders, as applicable, representing not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes or not less than 25% of the percentage interest outstanding Certificate Balance provided, however any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Servicer Default so long as the CertificatesServicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (c3) the occurrence of an Insolvency Event occurs with respect to the Servicer Servicer; or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or (4) any failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon to comply with any requirements under the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations Higher Education Act resulting in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description loss of its efforts to eligibility as a third-party servicer; then, and in each and every case, so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee Trustee, or the Holders Noteholders of the Notes evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Eligible Lender Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof3.5 and Section 4.2) of the Servicer under this Agreement. On or after As of the receipt by effective date of termination of the Servicer of such written noticeServicer, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor 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 Receivables and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tapeTrust Student Loan. All reasonable and documented costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Receivable Trust Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer (other than the Indenture Trustee acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Eligible Lender Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.

Servicer Default. Any If any one of the following events shall constitute a default by the Servicer (a “Servicer Default”):) shall occur and be continuing: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) failure by the Servicer or, if or the Servicer is an affiliate of the Depositor, the DepositorCompany, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Depositor Company (as the case may be) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Depositor Company (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Depositor Company (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of the Notes or Certificates, as applicable, evidencing at least a majority not less than 25% of the Outstanding Amount of the Controlling Securities and the Holders (as defined in the Trust Agreement) of Certificates evidencing at least a majority Notes or 25% of the percentage interest of the Certificatesoutstanding Certificate Balance; or (c) the occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other similar occurrence. Upon the occurrence of any such eventCompany, the Servicer shall not be relieved from using its best efforts to perform its obligations or the Company; then, and in a timely manner in accordance with the terms of this Agreement each and the Servicer shall provide the Indenture Trusteeevery case, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. So long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraphremedied, either the Indenture Trustee or the Holders of the Notes evidencing at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable, the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this section Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Depositor who promptly shall provide such notice to the Rating Agencies.