Common use of Appointment of Subservicers Clause in Contracts

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

Appointment of Subservicers. In performing (a) The Master Servicer may at any time, (i) upon the written consent of the Administrator, appoint one or more Subservicers to perform all or any portion of its duties obligations as Master Servicer hereunder, provided, that the Manager mayRating Agency Condition shall have been satisfied in connection therewith, subject and (ii) without notice or consent, delegate specific duties to sub-contractors who are in the restrictions set forth herein, contract with any business of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to performing such Subservicing Agreement, a “Subservicer”)duties; provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager Master Servicer shall remain obligated and be liable to the OwnerIssuer, the Eligible Lender Trustee, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Trustee and the Noteholders Holders of the related group of Notes for the management servicing and the administration administering of the Managed Containers Group I and Group II Student Loans, in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of such agreements Subservicer (and any such sub-contractors) or arrangements with its Subservicers, other delegation of such duties and to the same extent and under the same terms and conditions as if the Manager Master Servicer alone were servicing and administering the Managed ContainersGroup I and Group II Student Loans. The fees and expenses of each Subservicer (and any such sub-contractors) shall be as agreed between the Master Servicer and the applicable Subservicer or sub-contractor from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of Notes shall have any responsibility therefor. The parties hereto hereby acknowledge and consent to the appointment of PHEAA and GLELSI as the initial Subservicers (and custodians of the Financed Student Loans each such Subservicer is servicing) pursuant to the PHEAA Subservicing Agreements and the GLELSI Subservicing Agreements, respectively, and acknowledge that the requirements of this Section 4.13 are deemed to have been met with respect to PHEAA and GLELSI.

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

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

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

Appointment of Subservicers. A. In performing its duties hereunder, the Manager may, subject addition to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Sub-Subservicing Agreement, a “Subservicer”)the Subservicer may at any time, upon the written consent of the Sub-Administrator, appoint one or more other subservicers from time to time to perform all or any portion of its obligations as Subservicer hereunder; provided, however, that (i) any applicable Notice Condition shall have been satisfied in connection therewith; provided, further, that the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and be liable to the OwnerIssuer, the Servicer, the Owner Trustee, the Indenture TrusteeAdministrator, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Indenture Trustee and the Noteholders for the management servicing and the administration administering of the Managed Containers Subserviced Student Loans in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of any such agreements or arrangements with its Subservicers, subservicer and to the same extent and under the same terms and conditions as if the Manager Subservicer alone were servicing and administering the Managed ContainersSubserviced Student Loans. The fees and expenses of a subservicer shall be as agreed between the Subservicer and such subservicer from time to time and none of the Issuer, the Servicer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Notice Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers.

Appointment of Subservicers. In performing its duties hereunder, (a) The Master Servicer may at any time enter into subservicing agreements to provide for the Manager may, subject to the restrictions set forth herein, contract with performance by third parties of all or any portion of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”)obligations as Master Servicer hereunder; provided, however, that (i) any applicable Rating Agency Condition shall have been satisfied in connection therewith; and provided, further, that the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager Master Servicer shall remain obligated and be liable to the OwnerIssuer, the Eligible Lender Trustee, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Certificateholders and the Noteholders for the management servicing and the administration administering of the Managed Containers Financed Student Loans in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of such agreements or arrangements with its Subservicers, subservicers and to the same extent and under the same terms and conditions as if the Manager Master Servicer alone were servicing and administering the Managed ContainersFinanced Student Loans. The fees and expenses of the subservicers shall be as agreed between the Master Servicer and its subservicers from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility therefor. In no event shall the Trust Estate bear any termination fee required to be paid to any subservicer as a result of such subservicer's termination under any subservicing agreement. With respect to satisfying the Rating Agency Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a subservicer on behalf of the Master Servicer.

Appointment of Subservicers. In performing The Master Servicer hereby appoints Education Loan Servicing Center, Inc., a Delaware non-profit corporation, and AFSA Data Corporation, a Delaware corporation, as subservicers with respect to the Trust Loans listed in Exhibits A and B attached hereto. Each aforesaid subservicer shall perform all the obligations of the Master Servicer hereunder with respect to the Trust Loans subserviced by such subservicer. The Master Servicer shall have the right to appoint additional or replacement subservicers to perform all or any portion of its duties obligations hereunder; PROVIDED, HOWEVER, that the Rating Agency Condition shall have been satisfied in connection therewith. Anything in this Section 3.12 to the contrary notwithstanding, the Manager may, subject to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Subservicing Agreement, a “Subservicer”); provided, however, that (i) the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager Master Servicer shall remain obligated and be liable to the OwnerIssuer, the Eligible Lender Trustee, the Indenture Trustee, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Noteholders and the Noteholders Certificateholders for the management servicing and the administration administering of the Managed Containers Trust Loans in accordance with the provisions of this Agreement, Agreement without diminution of such obligation or and liability by virtue of the appointment of any such agreements or arrangements with its Subservicers, subservicer and to the same extent and under the same terms and conditions as if the Manager Master Servicer alone were servicing and administering the Managed ContainersTrust Loans. The fees and expenses of the subservicer shall be as agreed between the Master Servicer and its subservicer from time to time and none of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Noteholders and the Certificateholders shall have any responsibility therefor.

Appointment of Subservicers. A. In performing its duties hereunder, the Manager may, subject addition to the restrictions set forth herein, contract with any of its Affiliates listed on Exhibit B hereto to provide the services required to be rendered by the Manager hereunder (each resulting agreement, a “Subservicing Agreement,” and each Affiliate that is a party to such Sub-Subservicing Agreement, a “Subservicer”)the Subservicer may at any time, upon the written consent of the Sub-Administrator, appoint one or more other subservicers from time to time to perform all or any portion of its obligations as Subservicer hereunder; provided, however, that (i) any applicable Notice Condition shall have been satisfied in connection therewith; provided, further, that the Manager shall be solely responsible for the receipt and processing of all Container Revenues, Sales Proceeds, Casualty Proceeds and other Collections, (ii) each Subservicing Agreement (but not other agreements to which the Manager may be a party) must expressly provide that such Subservicing Agreement may be terminated by the Requisite Global Majority if a Manager Default has occurred and is then continuing, and (iii) the Manager shall be solely responsible for the payment to each such Subservicer of any and all compensation, expenses and indemnities to each such Subservicer. The Manager will not contract with any other Person to provide any of the services to be rendered by the Manager to the Owner hereunder without the prior written consent of the Requisite Global Majority. Notwithstanding any provision of such services by its Subservicers, the Manager shall remain obligated and be liable to the OwnerIssuer, the Servicer, the Owner Trustee, the Indenture TrusteeAdministrator, each Series Enhancer (so long as such Series Enhancer is the Control Party for a Series of Outstanding Notes) Indenture Trustee and the Noteholders for the management servicing and the administration administering of the Managed Containers Subserviced Student Loans in accordance with the provisions of this Agreement, hereof without diminution of such obligation or and liability by virtue of the appointment of any such agreements or arrangements with its Subservicers, subservicer and to the same extent and under the same terms and conditions as if the Manager Subservicer alone were servicing and administering the Managed Containers.Subserviced Student Loans. The fees and expenses of a subservicer shall be as agreed between the Subservicer and such subservicer from time to time and none of the Issuer, the Servicer, the Owner Trustee, the Indenture Administrator, the Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Notice Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. B. The Subservicer shall cause any subservicer used by the Subservicer (or by any subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such subservicer were the Subservicer, and to provide the information required with respect to such subservicer as is required to be filed with the Commission. The Subservicer shall be responsible for obtaining from each subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such subservicer, any assessment of compliance and attestation required to be delivered by such subservicer, each as set forth in Article VII of this 15 Agreement and any certification required to be delivered to the Person that will be responsible for signing a Xxxxxxxx-Xxxxx Certification on behalf of the Issuer as and when required to be delivered. C. The Subservicer shall promptly, upon request, provide to the Issuer a written description (in form and substance satisfactory to such Issuer) of the role and function of each Subcontractor utilized by the Subservicer or any subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Applicable Servicing Criteria will be addressed in assessments of compliance and attestations provided by each Subcontractor identified in clause (ii) of this paragraph. D. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Subservicer shall cause any such Subcontractor used by the Subservicer (or by any subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Subservicer. The Subservicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered. Section 4.10

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