Common use of Subservicer Default Clause in Contracts

Subservicer Default. If any one of the following events (a “Subservicer Default”) shall occur and be continuing: a. any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Servicer, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect to the Subservicer; or d. any failure by the Subservicer 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 Subservicer Default shall not have been remedied, the Servicer, by notice then given in writing to the Subservicer, may terminate all the rights and obligations (other than the obligations set forth in Section 24) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expenses.

Subservicer Default. If any one of the following events (a “"Subservicer Default”") shall occur and be continuing: a. any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Servicer, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect to the Subservicer; or d. any failure by the Subservicer 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 Subservicer Default shall not have been remedied, the Servicer, by notice then given in writing to the Subservicer, may terminate all the rights and obligations (other than the obligations set forth in Section 24) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expenses.

Subservicer Default. If any one of the following events (a “"Subservicer Default”") shall occur and be continuing: a. (1) any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the ServicerOwner Trustee, the Owner TrusteeServicer, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. (2) any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this AgreementAgreement or of the Servicer set forth in any other Basic Document to which it is a party, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) 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 Subservicer by the Servicer, the Owner Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the AdministratorAdministrator or (B) to the Subservicer, and to the Servicer, the 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 4.1, 4.2, 4.3 or 4.4 shall not be deemed a Subservicer Default so long as the Subservicer is in compliance with its obligations under Section 4.5; or c. (3) an Insolvency Event occurs with respect to the Subservicer; or d. (4) any failure by the Subservicer 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 Subservicer, any subservicer appointed by the 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 Subservicer 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; or (6) any Servicer Default occurs under and as defined in the Servicing Agreement, except to the extent caused solely by a failure of the Servicer to perform an obligation enumerated on Attachment G; then, and in each and every case, so long as the Subservicer Default shall not have been remedied, the Servicer, Servicer by notice then given in writing to the Subservicer, Subservicer may terminate all the rights and obligations (other than the obligations set forth in Section 244.5 and Section 5.2) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer Indenture Administrator or such successor subservicer as may be appointed under Section 18 hereof6.2. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer subservicer and the Owner Trustee Indenture Administrator in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable 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 subservicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor subservicer to service the Subserviced 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 Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the predecessor Subservicer (other than the Indenture Administrator acting as the servicer Subservicer under this Section 166.1) upon presentation of reasonable documentation of such costs and expenses. If the predecessor Subservicer (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 subservicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Subservicer Default, the Subservicer shall promptly give notice thereof to the Indenture Trustee, the Indenture Administrator and the Rating Agencies. Notwithstanding the foregoing, the Subservicer shall not be deemed to have breached its obligations to service the Subserviced Student Loans, nor will a Subservicer Default be deemed to have occurred under this Section 6.1, if the Subservicer 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 Subservicer 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 Subserviced Student Loans, to transfer servicing, either temporarily or permanently, to another servicer. In addition, notwithstanding anything above to the contrary, no Subservicer Default shall be deemed to have occurred if the event or events giving rise to such Subservicer Default are solely the result of the Servicer or prior to the Conversion Date, the Sub-Subservicer having breached its respective duties under this Agreement or the Sub-Subservicing Agreement, as applicable. In such an event, the Servicer and the Sub-Subservicer each agree to (i) if prior to the Conversion Date, cooperate fully with the Subservicer to effect the transfer of servicing to the Subservicer from the Sub-Subservicer as quickly as possible, and (ii) to the extent that a Servicer Default under and as defined in the Servicing Agreement has occurred and the Issuer appoints the Subservicer as the successor servicer, cooperate with the Subservicer, the Issuer, the Indenture Administrator and the Indenture Trustee in effecting a replacement of the Servicer, under the Servicing Agreement, with the Subservicer, as successor servicer.

Subservicer Default. If any one of the following events (a “"Subservicer Default”") shall occur and be continuing: a. : (1) any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any 24 payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the ServicerOwner Trustee, the Owner TrusteeServicer, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. or (2) any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this AgreementAgreement or of the Servicer set forth in any other Basic Document to which it is a party, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) 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 Subservicer by the Servicer, the Owner Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the AdministratorAdministrator or (B) to the Subservicer, and to the Servicer, the 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; or c. provided, however, that any breach of Sections 4.1, 4.2, 4.3 or 4.4 shall not be deemed a Subservicer Default so long as the Subservicer is in compliance with its obligations under Section 4.5; or (3) an Insolvency Event occurs with respect to the Subservicer; or d. or (4) any failure by the Subservicer 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 Subservicer, any subservicer appointed by the 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 Subservicer 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; or (6) any Servicer Default occurs under and as defined in the Servicing Agreement, except to the extent caused solely by a failure of the Servicer to perform an obligation enumerated on Attachment G; then, and in each and every case, so long as the Subservicer Default shall not have been remedied, the Servicer, Servicer by notice then given in writing to the Subservicer, Subservicer may terminate all the rights and obligations (other than the obligations set forth in Section 244.5 and Section 5.2) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer Indenture Administrator or such successor subservicer as may be appointed under Section 18 hereof6.2. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer subservicer and the Owner Trustee 25 Indenture Administrator in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable 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 subservicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor subservicer to service the Subserviced 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 Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the predecessor Subservicer (other than the Indenture Administrator acting as the servicer Subservicer under this Section 166.1) upon presentation of reasonable documentation of such costs and expenses.. If the predecessor Subservicer (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 subservicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Subservicer Default, the Subservicer shall promptly give notice thereof to the Indenture Trustee, the Indenture Administrator and the Rating Agencies. Notwithstanding the foregoing, the Subservicer shall not be deemed to have breached its obligations to service the Subserviced Student Loans, nor will a Subservicer Default be deemed to have occurred under this Section 6.1, if the Subservicer 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 Subservicer 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 Subserviced Student Loans, to transfer servicing, either temporarily or permanently, to another servicer. In addition, notwithstanding anything above to the contrary, no Subservicer Default shall be deemed to have occurred if the event or events giving rise to such Subservicer Default are solely the result of the Servicer or prior to the Conversion Date, the Sub-Subservicer having breached its respective duties under this Agreement or the Sub-Subservicing Agreement, as applicable. In such an event, the Servicer and the Sub-Subservicer each agree to (i) if prior to the Conversion Date, cooperate fully with the Subservicer to effect the transfer of servicing to the Subservicer from the Sub-Subservicer as quickly as possible, and (ii) to the extent that a Servicer Default under and as defined in the Servicing Agreement has occurred and the Issuer appoints the Subservicer as the successor servicer, cooperate with the Subservicer, the Issuer, the Indenture Administrator and the Indenture Trustee in effecting a replacement of the Servicer, under the Servicing Agreement, with the Subservicer, as successor servicer. 26 Section 6.2

Subservicer Default. If any one of the following events (a “"Subservicer Default”") shall occur and be continuing: a. any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 10 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Servicer, the Indenture Trustee, the Indenture Administrator, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect to the Subservicer; or d. any failure by the Subservicer 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 Subservicer Default shall not have been remedied, the Servicer, by notice then given in writing to the Subservicer, may terminate all the rights and obligations (other than the obligations set forth in Section 2420) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer Servicer, the Indenture Administrator or such successor subservicer as may be appointed under Section 18 14 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer Servicer, the Indenture Administrator and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 12 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 1612) upon presentation of reasonable documentation of such costs and expenses.

Subservicer Default. If any one Each of the following events (shall constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. any failure by the Subservicer (i) to deliver to failure on the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case part of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant of the covenants or agreement agreements on the part of the Subservicer set forth in this Agreement, Agreement which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Master Servicer, the Owner Trustee or the Administrator; or; c. an Insolvency Event occurs with respect to the Subservicer; or d. (ii) any failure by the Subservicer to comply perform the duties and obligations of the Master Servicer under any of the Servicing Agreements, which failure (with the passage of any requirements cure period specified in any Servicing Agreement, if applicable) constitutes an event of default under the Higher Education Act resulting in a loss of its eligibility as a third-applicable Servicing Agreement entitling the trustee or any other party servicer; then, and in each and every case, so long as the Subservicer Default shall not have been remedied, the Servicer, by notice then given in writing to the Subservicer, may any Servicing Agreement to terminate all the rights and obligations (other than the obligations set forth in Section 24) of the Master Servicer under such Servicing Agreement (any such failure, a "Servicing Agreement Default"); (iii) the Subservicer shall sell or otherwise dispose of all or substantially all of its property or assets, to a person who does not meet the qualifications enumerated or incorporated by reference into Section 16 hereof, or assign this Agreement or any of its rights or obligations hereunder except in accordance with Section 17 hereof, or the Subservicer shall take any action in contemplation or in furtherance of any of the foregoing; (iv) any representation, warranty or certification by the Subservicer in this Agreement or in any certificate delivered pursuant to this Agreement or on behalf of the Master Servicer pursuant to the Servicing Agreements proves to have been incorrect in any material respect when made; (v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or for the winding-up or liquidation of its affairs, shall have been entered against the Subservicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; (vi) the Subservicer shall consent to the appointment of a conservator or receiver or liquidator or liquidating committee in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Subservicer or of or relating to all or substantially all of its property; (vii) the Subservicer 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 assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (viii) the Subservicer shall cease to maintain all governmental licenses, permits, approvals, and other authorizations necessary to carry on its duties hereunder; (ix) the Subservicer shall, for any reason, become unable to perform its duties and obligations under this Agreement. As Agreement by operation of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans law or otherwise, shall, without further action, pass except as described in and subject to and be vested in Section 18; or (x) the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination have a net worth of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other less than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expenses$50,000,000.

Subservicer Default. If any one Each of the following events (shall constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. (i) any failure by the Subservicer (i) to deliver remit to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts Capmark Master Servicer when due any payment amount required by the Basic Documents to which the Servicer is a signatory or be remitted under this Agreement; or (ii) except in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the ServicerSection 6.1(iii), the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant of the covenants or agreement agreements on the part of the Subservicer set forth contained in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty twenty-five (6025) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Capmark Master Servicer; provided, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect however, that to the Subservicerextent the Capmark Master Servicer determines, in its reasonable discretion, that the Subservicer is in good faith attempting to remedy such failure and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such failure; orprovided further that such cure period may not exceed sixty (60) days; and provided further that no such cure period shall apply if such failure to perform on the part of the Subservicer would result in an Event of Default by the Capmark Master Servicer under the Pooling and Servicing Agreement; d. (iii) any breach of the representations and warranties made pursuant to clauses (i) through (m) of Section 2.4 hereof or any failure by the Subservicer to comply with one or more provisions of Section 5.12 or clause (7) of Article VII; provided, however, that all of the following provisions shall apply: (A) to the extent the Capmark Master Servicer determines, in its reasonable discretion, following consultation with the Applicable Depositor, that the Subservicer is in good faith attempting to remedy such failure and no Certification Party will be materially and adversely affected by giving the Subservicer an opportunity to cure such failure, the Capmark Master Servicer may, following consultation with the Applicable Depositor, give the Subservicer such opportunity; (B) the period of time to cure such failure may not exceed three (3) days; (C) no such cure period shall apply if such failure to perform on the part of the Subservicer would result in either failure by the Capmark Master Servicer (or the master servicer in any requirements other securitization) to submit to the Depositor (or another Applicable Depositor, as applicable), or failure by the Depositor (or another Applicable Depositor) to submit to the SEC, timely, complete and accurate reports of the type described in Article XIII of the Pooling and Servicing Agreement; and (D) unless the Capmark Master Servicer otherwise consents, the cure period described in this Section 6.1(iii) shall end on the earlier of (I) the date on which the Capmark Master Servicer has delivered (or would be required to deliver) a report or certification to the Applicable Depositor or to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer and (II) the date on which the Applicable Depositor has delivered (or would be required to deliver) a report or certification to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer; or (iv) any breach of the representations and warranties made pursuant to clauses (a) through (m) of Section 2.4 hereof that materially and adversely affects the interest of the Capmark Master Servicer and that continues unremedied for a period of twenty-five (25) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given by the Capmark Master Servicer to Subservicer; provided, however, that to the extent the Capmark Master Servicer determines in its reasonable discretion that the Subservicer is in good faith attempting to remedy such breach and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such breach; provided, however, that such cure period may not exceed sixty (60) days; and provided, further, that if such failure to perform on the part of the Subservicer results in an Event of Default (or an event that with notice or the passage of time would constitute such an Event of Default) by the Capmark Master Servicer under the Higher Education Act resulting Pooling and Servicing Agreement, then the cure periods described in this Section 6.1(iv) shall not apply; or (v) any Rating Agency shall qualify, lower or withdraw the outstanding rating of any Class of Certificates because the prospective financial condition or mortgage loan servicing capacity of the Subservicer is insufficient to maintain such rating; or (vi) a loss decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its eligibility as a third-party servicer; thenaffairs, and in each and every case, so long as shall have been entered against the Subservicer Default and such decree or order shall not have been remediedremained in force undischarged or unstayed for a period of sixty (60) days; or (vii) the Subservicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or of or relating to all or substantially all of its property; or (viii) the Servicer, by notice then given Subservicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (ix) any compliance assessment delivered by the Subservicer, may terminate all or any attestation thereof by an accounting firm, includes an exception or variance from the rights criteria assessed therein that the Capmark Master Servicer determines, in its reasonable and obligations good faith judgment, is a material exception or variance from the servicing criteria addressed therein or from the established practices of prudent institutional servicers of commercial mortgage loans held by securitization vehicles; or (x) any other than event caused by the obligations set forth in Section 24Subservicer which creates an Event of Default (or an event that with notice or the passage time would constitute such an Event of Default) of the Capmark Master Servicer under the Pooling and Servicing Agreement; (xi) the Subservicer shall fail to deliver any Exchange Act reporting items required to be delivered by the Subservicer under Section 5.12 of this Agreement. As of Agreement at the effective date of termination of times required under such section, or the Subservicer, all authority and power failure of the Subservicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under this Agreement, whether with respect any other pooling and servicing agreement relating to any transaction similar to the Notes or IQ15 Transaction; or (xii) the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested Subservicer is a "Sub-Servicer" (as defined in the Servicer or such successor subservicer Pooling and Servicing Agreement) and is deemed to be a "Prohibited Party" (as may be appointed under Section 18 hereofdefined in the Pooling and Servicing Agreement) at any time during which the Trust is subject to the reporting requirements of the Exchange Act. The predecessor Subservicer shall cooperate with agrees to give prompt written notice to the successor subservicer, the Capmark Master Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses Depositor (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Applicable Depositor) upon the occurrence of any Subservicer pursuant to this Section 16 shall be paid by Default. If the Subservicer (other than fails to remit to the Indenture Administrator acting as the servicer Capmark Master Servicer when due any amount required to be remitted under this Section 16) upon presentation of reasonable documentation of Agreement (whether or not such costs failure constitutes a Subservicer Default), then interest shall accrue on the amount that was required to be remitted, and expensesthe Subservicer shall promptly pay such interest to the Capmark Master Servicer, at a per annum rate equal to the Advance Rate from and including the date when such remittance was required to be made to but excluding the day when such remittance is actually made.

Subservicer Default. If any one of the following events (a “Subservicer Default”) shall occur and be continuing: a. any failure by the Subservicer (i) to deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Servicer, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect to the Subservicer; or d. any failure by the Subservicer 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 Subservicer Default shall not have been remedied, the Servicer, by notice then given in writing to the Subservicer, may terminate all the rights and obligations (other than the obligations set forth in Section 24) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expenses.

Subservicer Default. If any one Each of the following events (shall constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. (i) any failure by the Subservicer (i) to deliver remit to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts Capmark Master Servicer when due any payment amount required by the Basic Documents to which the Servicer is a signatory or be remitted under this Agreement; or (ii) except in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the ServicerSection 6.1(iii), the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant of the covenants or agreement agreements on the part of the Subservicer set forth contained in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty twenty-five (6025) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Capmark Master Servicer; provided, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect however, that to the Subservicerextent the Capmark Master Servicer determines, in its reasonable discretion, that the Subservicer is in good faith attempting to remedy such failure and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such failure; orprovided further that such cure period may not exceed sixty (60) days; and provided further that no such cure period shall apply if such failure to perform on the part of the Subservicer would result in an Event of Default by the Capmark Master Servicer under the Pooling and Servicing Agreement; d. (iii) any breach of the representations and warranties made pursuant to clauses (i) through (m) of Section 2.4 hereof or any failure by the Subservicer to comply with one or more provisions of Section 5.12 or clause (7) of Article VII; provided, however, that all of the following provisions shall apply: (A) to the extent the Capmark Master Servicer determines, in its reasonable discretion, following consultation with the Applicable Depositor, that the Subservicer is in good faith attempting to remedy such failure and no Certification Party will be materially and adversely affected by giving the Subservicer an opportunity to cure such failure, the Capmark Master Servicer may, following consultation with the Applicable Depositor, give the Subservicer such opportunity; (B) the period of time to cure such failure may not exceed three (3) days; (C) no such cure period shall apply if such failure to perform on the part of the Subservicer would result in either failure by the Capmark Master Servicer (or the master servicer in any requirements other securitization) to submit to the Depositor (or another Applicable Depositor, as applicable), or failure by the Depositor (or another Applicable Depositor) to submit to the SEC, timely, complete and accurate reports of the type described in Article XIII of the Pooling and Servicing Agreement; and (D) unless the Capmark Master Servicer otherwise consents, the cure period described in this Section 6.1(iii) shall end on the earlier of (I) the date on which the Capmark Master Servicer has delivered (or would be required to deliver) a report or certification to the Applicable Depositor or to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer and (II) the date on which the Applicable Depositor has delivered (or would be required to deliver) a report or certification to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer; or (iv) any breach of the representations and warranties made pursuant to clauses (a) through (m) of Section 2.4 hereof that materially and adversely affects the interest of the Capmark Master Servicer and that continues unremedied for a period of twenty-five (25) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given by the Capmark Master Servicer to Subservicer; provided, however, that to the extent the Capmark Master Servicer determines in its reasonable discretion that the Subservicer is in good faith attempting to remedy such breach and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such breach; provided, however, that such cure period may not exceed sixty (60) days; and provided, further, that if such failure to perform on the part of the Subservicer results in an Event of Default (or an event that with notice or the passage of time would constitute such an Event of Default) by the Capmark Master Servicer under the Higher Education Act resulting Pooling and Servicing Agreement, then the cure periods described in this Section 6.1(iv) shall not apply; or (v) any Rating Agency shall qualify, lower or withdraw the outstanding rating of any Class of Certificates because the prospective financial condition or mortgage loan servicing capacity of the Subservicer is insufficient to maintain such rating; or (vi) a loss decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its eligibility as a third-party servicer; thenaffairs, and in each and every case, so long as shall have been entered against the Subservicer Default and such decree or order shall not have been remediedremained in force undischarged or unstayed for a period of sixty (60) days; or (vii) the Subservicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or of or relating to all or substantially all of its property; or (viii) the Servicer, by notice then given Subservicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (ix) any compliance assessment delivered by the Subservicer, may terminate all or any attestation thereof by an accounting firm, includes an exception or variance from the rights criteria assessed therein that the Capmark Master Servicer determines, in its reasonable and obligations good faith judgment, is a material exception or variance from the servicing criteria addressed therein or from the established practices of prudent institutional servicers of commercial mortgage loans held by securitization vehicles; or (x) any other than event caused by the obligations set forth in Section 24Subservicer which creates an Event of Default (or an event that with notice or the passage time would constitute such an Event of Default) of the Capmark Master Servicer under the Pooling and Servicing Agreement; (xi) the Subservicer shall fail to deliver any Exchange Act reporting items required to be delivered by the Subservicer under Section 5.12 of this Agreement. As of Agreement at the effective date of termination of times required under such section, or the Subservicer, all authority and power failure of the Subservicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under this Agreement, whether with respect any other pooling and servicing agreement relating to any transaction similar to the Notes or IQ16 Transaction; or (xii) the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested Subservicer is a "Sub-Servicer" (as defined in the Servicer or such successor subservicer Pooling and Servicing Agreement) and is deemed to be a "Prohibited Party" (as may be appointed under Section 18 hereofdefined in the Pooling and Servicing Agreement) at any time during which the Trust is subject to the reporting requirements of the Exchange Act. The predecessor Subservicer shall cooperate with agrees to give prompt written notice to the successor subservicer, the Capmark Master Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses Depositor (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Applicable Depositor) upon the occurrence of any Subservicer pursuant to this Section 16 shall be paid by Default. If the Subservicer (other than fails to remit to the Indenture Administrator acting as the servicer Capmark Master Servicer when due any amount required to be remitted under this Section 16) upon presentation of reasonable documentation of Agreement (whether or not such costs failure constitutes a Subservicer Default), then interest shall accrue on the amount that was required to be remitted, and expensesthe Subservicer shall promptly pay such interest to the Capmark Master Servicer, at a per annum rate equal to the Advance Rate from and including the date when such remittance was required to be made to but excluding the day when such remittance is actually made.

Subservicer Default. If any one Each of the following events (shall constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. (i) any failure by the Subservicer (i) to deliver remit to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts Master Servicer when due any payment amount required by the Basic Documents to which the Servicer is a signatory or be remitted under this Agreement; or (ii) except in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the ServicerSection 6.1(iii), the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant of the covenants or agreement agreements on the part of the Subservicer set forth contained in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty twenty-five (6025) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Master Servicer; provided, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect however, that to the Subservicerextent the Master Servicer determines, in its reasonable discretion, that the Subservicer is in good faith attempting to remedy such failure and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such failure; orprovided further that such cure period may not exceed sixty (60) days; and provided further that no such cure period shall apply if such failure to perform on the part of the Subservicer would result in an Event of Default by the Master Servicer under the Pooling and Servicing Agreement; d. (iii) any breach of the representations and warranties made pursuant to clauses (i) through (m) of Section 2.4 hereof or any failure by the Subservicer to comply with one or more provisions of Section 5.12 or clause (7) of Article VII; provided, however, that all of the following provisions shall apply: (A) to the extent the Master Servicer determines, in its reasonable discretion, following consultation with the Applicable Depositor, that the Subservicer is in good faith attempting to remedy such failure and no Certification Party will be materially and adversely affected by giving the Subservicer an opportunity to cure such failure, the Master Servicer may, following consultation with the Applicable Depositor, give the Subservicer such opportunity; (B) the period of time to cure such failure may not exceed three (3) days; (C) no such cure period shall apply if such failure to perform on the part of the Subservicer would result in either failure by the Master Servicer (or the master servicer in an Other Securitization) to submit to the Depositor (or another Applicable Depositor, as applicable), or failure by the Depositor (or another Applicable Depositor) to submit to the SEC, timely, complete and accurate reports of the type described in Article XIII of the Pooling and Servicing Agreement; and (D) unless the Master Servicer otherwise consents, the cure period described in this Section 6.1(iii) shall end on the earlier of (I) the date on which the Master Servicer has delivered (or would be required to deliver) a report or certification to the Applicable Depositor or to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer and (II) the date on which the Applicable Depositor has delivered (or would be required to deliver) a report or certification to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer; or (iv) any requirements breach of the representations and warranties made pursuant to clauses (a) through (m) of Section 2.4 hereof that materially and adversely affects the interest of the Master Servicer and that continues unremedied for a period of twenty-five (25) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given by the Master Servicer to Subservicer; provided, however, that to the extent the Master Servicer determines in its reasonable discretion that the Subservicer is in good faith attempting to remedy such breach and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such breach; provided, however, that such cure period may not exceed sixty (60) days; and provided, further, that if such failure to perform on the part of the Subservicer results in an Event of Default (or an event that with notice or the passage of time would constitute such an Event of Default) by the Master Servicer under the Higher Education Act resulting Pooling and Servicing Agreement, then the cure periods described in this Section 6.1(iv) shall not apply; or (v) any Rating Agency shall qualify, lower or withdraw the outstanding rating of any Class of Certificates because the prospective financial condition or mortgage loan servicing capacity of the Subservicer is insufficient to maintain such rating; or (vi) a loss decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its eligibility as a third-party servicer; thenaffairs, and in each and every case, so long as shall have been entered against the Subservicer Default and such decree or order shall not have been remediedremained in force undischarged or unstayed for a period of sixty (60) days; or (vii) the Subservicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or of or relating to all or substantially all of its property; or (viii) the Servicer, by notice then given Subservicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (ix) any compliance assessment delivered by the Subservicer, may terminate all or any attestation thereof by an accounting firm, includes an exception or variance from the rights criteria assessed therein that the Master Servicer determines, in its reasonable and obligations good faith judgment, is a material exception or variance from the servicing criteria addressed therein or from the established practices of prudent institutional servicers of commercial mortgage loans held by securitization vehicles; or (x) any other than event caused by the obligations set forth in Section 24Subservicer which creates an Event of Default (or an event that with notice or the passage time would constitute such an Event of Default) of the Subservicer Master Servicer under this the Pooling and Servicing Agreement. As of the effective date of termination of the Subservicer, all authority and power of the The Subservicer under this Agreement, whether with respect agrees to give prompt written notice to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Master Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses Depositor (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Applicable Depositor) upon the occurrence of any Subservicer pursuant to this Section 16 shall be paid by Default. If the Subservicer (other than fails to remit to the Indenture Administrator acting as the servicer Master Servicer when due any amount required to be remitted under this Section 16) upon presentation of reasonable documentation of Agreement (whether or not such costs failure constitutes a Subservicer Default), then interest shall accrue on the amount that was required to be remitted, and expensesthe Subservicer shall promptly pay such interest to the Master Servicer, at a per annum rate equal to the Advance Rate from and including the date when such remittance was required to be made to but excluding the day when such remittance is actually made.

Subservicer Default. If any one Each of the following events (shall constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. (i) any failure by the Subservicer (i) to deliver remit to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts Master Servicer when due any payment amount required by the Basic Documents to which the Servicer is a signatory or be remitted under this Agreement; or (ii) except in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the ServicerSection 6.1(iii), the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant of the covenants or agreement agreements on the part of the Subservicer set forth contained in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty twenty-five (6025) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Master Servicer; provided, the Owner Trustee or the Administrator; or c. an Insolvency Event occurs with respect however, that to the Subservicerextent the Master Servicer determines, in its reasonable discretion, that the Subservicer is in good faith attempting to remedy such failure and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such failure; orprovided further that such cure period may not exceed sixty (60) days; and provided further that no such cure period shall apply if such failure to perform on the part of the Subservicer would result in an Event of Default by the Master Servicer under the Pooling and Servicing Agreement; d. (iii) any breach of the representations and warranties made pursuant to clauses (i) through (m) of Section 2.4 hereof or any failure by the Subservicer to comply with one or more provisions of Section 5.12 or clause (7) of Article VII; provided, however, that all of the following provisions shall apply: (A) to the extent the Master Servicer determines, in its reasonable discretion, following consultation with the Applicable Depositor, that the Subservicer is in good faith attempting to remedy such failure and no Certification Party will be materially and adversely affected by giving the Subservicer an opportunity to cure such failure, the Master Servicer may, following consultation with the Applicable Depositor, give the Subservicer such opportunity; (B) the period of time to cure such failure may not exceed three (3) days; (C) no such cure period shall apply if such failure to perform on the part of the Subservicer would result in either failure by the Master Servicer (or the master servicer in an Other Securitization) to submit to the Depositor (or another Applicable Depositor, as applicable), or failure by the Depositor (or another Applicable Depositor) to submit to the SEC, timely, complete and accurate reports of the type described in Article XIII of the Pooling and Servicing Agreement; and (D) unless the Master Servicer otherwise consents, the cure period described in this Section 6.1(iii) shall end on the earlier of (I) the date on which the Master Servicer has delivered (or would be required to deliver) a report or certification to the Applicable Depositor or to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer and (II) the date on which the Applicable Depositor has delivered (or would be required to deliver) a report or certification to the SEC, which report is or would be inaccurate, incomplete or unable to be rendered as a result of such failure of the Subservicer; or (iv) any requirements breach of the representations and warranties made pursuant to clauses (a) through (m) of Section 2.4 hereof that materially and adversely affects the interest of the Master Servicer and that continues unremedied for a period of twenty-five (25) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given by the Master Servicer to Subservicer; provided, however, that to the extent the Master Servicer determines in its reasonable discretion that the Subservicer is in good faith attempting to remedy such breach and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such breach; provided, however, that such cure period may not exceed sixty (60) days; and provided, further, that if such failure to perform on the part of the Subservicer results in an Event of Default (or an event that with notice or the passage of time would constitute such an Event of Default) by the Master Servicer under the Higher Education Act resulting Pooling and Servicing Agreement, then the cure periods described in this Section 6.1(iv) shall not apply; or (v) any Rating Agency shall qualify, lower or withdraw the outstanding rating of any Class of Certificates because the prospective financial condition or mortgage loan servicing capacity of the Subservicer is insufficient to maintain such rating; or (vi) a loss decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its eligibility as a third-party servicer; thenaffairs, and in each and every case, so long as shall have been entered against the Subservicer Default and such decree or order shall not have been remediedremained in force undischarged or unstayed for a period of sixty (60) days; or (vii) the Subservicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or of or relating to all or substantially all of its property; or (viii) the Servicer, by notice then given Subservicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (ix) any compliance assessment delivered by the Subservicer, may terminate all or any attestation thereof by an accounting firm, includes an exception or variance from the rights criteria assessed therein that the Master Servicer determines, in its reasonable and obligations good faith judgment, is a material exception or variance from the servicing criteria addressed therein or from the established practices of prudent institutional servicers of commercial mortgage loans held by securitization vehicles; or (x) any other than event caused by the obligations set forth in Section 24Subservicer which creates an Event of Default (or an event that with notice or the passage time would constitute such an Event of Default) of the Master Servicer under the Pooling and Servicing Agreement; (xi) the Subservicer shall fail to deliver any Exchange Act reporting items required to be delivered by the Subservicer under Section 5.12 of this Agreement. As of Agreement at the effective date of termination of times required under such section, or the Subservicer, all authority and power failure of the Subservicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under this Agreement, whether with respect any other pooling and servicing agreement relating to any transaction similar to the Notes or IQ14 Transaction; or (xii) the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested Subservicer is a "Sub-Servicer" (as defined in the Servicer or such successor subservicer Pooling and Servicing Agreement) and is deemed to be a "Prohibited Party" (as may be appointed under Section 18 hereofdefined in the Pooling and Servicing Agreement) at any time during which the Trust is subject to the reporting requirements of the Exchange Act. The predecessor Subservicer shall cooperate with agrees to give prompt written notice to the successor subservicer, the Master Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses Depositor (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Applicable Depositor) upon the occurrence of any Subservicer pursuant to this Section 16 shall be paid by Default. If the Subservicer (other than fails to remit to the Indenture Administrator acting as the servicer Master Servicer when due any amount required to be remitted under this Section 16) upon presentation of reasonable documentation of Agreement (whether or not such costs failure constitutes a Subservicer Default), then interest shall accrue on the amount that was required to be remitted, and expensesthe Subservicer shall promptly pay such interest to the Master Servicer, at a per annum rate equal to the Advance Rate from and including the date when such remittance was required to be made to but excluding the day when such remittance is actually made.

Subservicer Default. If any one Each of the following events (shall constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. (i) any failure by the Subservicer to remit to the Servicer when due any amount required to be remitted under this Agreement (unless the Subservicer cures such failure within one Business Day; provided, however, that the Subservicer shall not have such cure right (i) with respect to deliver more than two such failures in any one calendar year or (ii) if the related funds are generally to be included in amounts that the Servicer is required to remit to the Indenture Trustee or Paying Agent under the Indenture Administrator, as Pooling and Servicing Agreement and the case may be, for deposit failure would result in the Trust Accounts any payment required such funds being received by the Basic Documents to Servicer later than the Business Day that immediately precedes the date on which the Servicer is a signatory so required to remit such funds to the Trustee or Paying Agent); or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Subservicer from the Servicer, the Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant of the covenants or agreement agreements on the part of the Subservicer set forth contained in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of sixty twenty-five (6025) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Servicer; provided, however, that to the Owner Trustee extent the Servicer determines, in its reasonable discretion, that the Subservicer is in good faith attempting to remedy such failure and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such failure; provided, further, that such cure period may not exceed sixty (60) days; and; provided, further that if such failure to perform on the part of the Subservicer results in an Event of Default by the Servicer under the Pooling and Servicing Agreement, then the cure periods described in this Section 6.1(ii) shall not apply, and if such failure to perform on the part of the Subservicer constitutes an event that with notice or the Administratorpassage of time would result in an Event of Default by the Servicer under the Pooling and Servicing Agreement, then any cure periods that otherwise apply shall terminate on the date that is seven Business Days before the date when such an Event of Default by the Servicer would arise; or c. an Insolvency Event occurs with respect (iii) any breach of the representations and warranties made pursuant to Section 2.4 hereof that materially and adversely affects the interest of the Servicer and that continues unremedied for a period of twenty-five (25) days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given by the Servicer to Subservicer; provided, however, that to the Subservicerextent the Servicer determines in its reasonable discretion that the Subservicer is in good faith attempting to remedy such breach and the Certificateholders shall not be materially and adversely affected thereby, such cure period may be extended to the extent necessary to permit the Subservicer to cure such breach; provided, however, that such cure period may not exceed sixty (60) days; and provided, further, that if such failure to perform on the part of the Subservicer results in an Event of Default (or an event that with notice or the passage of time would constitute such an Event of Default) by the Servicer under the Pooling and Servicing Agreement, then the cure periods described in this Section 6.1(iii) shall not apply; or d. (iv) Fitch shall qualify, lower or withdraw the outstanding rating of any Class of Certificates because the prospective financial condition or mortgage loan servicing capacity of the Subservicer is insufficient to maintain such rating; or (v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Subservicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (vi) the Subservicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings or of or relating to all or substantially all of its property; or (vii) the Subservicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (viii) Fitch cites concerns with the quality of the subservicing of the Mortgage Loans as a material contributing factor in Fitch's placement of any Class of Certificates on "watch" or similar status and the circumstances giving rise to such concerns are not remedied to the satisfaction of Fitch and the Servicer within 60 days; or (ix) The Subservicer has been removed from S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer and any of the ratings assigned to the Certificates have been qualified, downgraded or withdrawn in connection with such removal; or (x) the failure by of the Subservicer to comply with any of the requirements under Section 5.3 of this Agreement applicable to such Subservicer, including the Higher Education Act resulting in failure to deliver any reports or certificates at the time such report or certification is required under Section 5.3; or (xi) the failure of the related Subservicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor. Subservicer agrees to give prompt written notice to Servicer upon the occurrence of any Subservicer Default. In addition, the Servicer agrees to give notice to Subservicer with reasonable promptness following notice from a loss Rating Agency to the Servicer to the effect that the quality of its eligibility as the subservicing of the Mortgage Loans presents rating concerns or would present rating concerns if not remedied. If the Subservicer fails to remit to the Servicer when due any amount required to be remitted under this Agreement (whether or not such failure constitutes a third-party servicer; thenSubservicer Default), then interest shall accrue on the amount that was required to be remitted, and in each and every case, so long as the Subservicer Default shall not have been remedied, promptly pay such interest to the Servicer, by notice then given in writing at a per annum rate equal to the Subservicer, may terminate all the rights Prime Rate from and obligations (other than the obligations set forth in Section 24) of the Subservicer under this Agreement. As of the effective date of termination of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested in the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer date when such remittance was required to be made to but excluding the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect day when such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expensesremittance is actually made.

Subservicer Default. If any one Each of the following events (constitute a “"Subservicer Default”) shall occur and be continuing" hereunder: a. any failure by the Subservicer (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 (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days one business day after written notice of such failure is received by the Subservicer from the Servicer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Indenture Administrator Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Subservicer; or b. any breach of a representation or warranty of the Subservicer contained in Section 13 8 of this Agreement or failure by the Subservicer duly to observe or to perform in any material respect any other term, covenant or agreement of the Subservicer set forth in this Agreement, which breach or failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, Noteholders or the Noteholders any Derivative Product Counterparties and (ii) continues continue unremedied for a period of sixty (60) days after the date of discovery of such failure by an officer of the Subservicer or on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer Subservicer, by the ServicerIndenture Trustee, the Owner Eligible Lender Trustee or the Administrator; or c. an Insolvency Event of Bankruptcy occurs with respect to the Subservicer; or d. any failure by the Subservicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; then, and . Subservicer Default does not include any failure of the Subservicer to service a Subserviced Student Loan in each and every caseaccordance with the Higher Education Act, so long as the Subservicer Default shall not have been remedied, the Servicer, by notice then given is in writing to the Subservicer, may terminate all the rights compliance with its obligations under this Agreement and obligations (other than the obligations set forth in Section 24) of as long as the Subservicer under this Agreement. As has deposited the amount of the effective date of termination any payments lost as a result of the Subservicer, all authority and power of the Subservicer under this Agreement, whether with respect to the Notes or the Subserviced Student Loans or otherwise, shall, without further action, pass to and be vested 's actions in the Servicer or such successor subservicer as may be appointed under Section 18 hereof. The predecessor Subservicer shall cooperate with the successor subservicer, the Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Subservicer under this Agreement, including the transfer to the successor subservicer for administration by it of all cash amounts that shall at the time be held by the predecessor Subservicer for deposit, or shall thereafter be received by it with respect to a Subserviced Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Subserviced Student Loan Files to the successor subservicer and amending this Agreement and any other Basic Documents to reflect such succession as Subservicer pursuant to this Section 16 shall be paid by the Subservicer (other than the Indenture Administrator acting as the servicer under this Section 16) upon presentation of reasonable documentation of such costs and expensesRevenue Fund.