Common use of Appointment of Successor Clause in Contracts

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon the Servicer’s receipt by the Administrator of notice of termination pursuant to Section 5.1 above, 8.01 or the Servicer’s resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 45 days from the delivery to the Eligible Lender Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer’s termination hereunder of hereunder, the Administrator the Issuer Indenture Trustee shall appoint a successor Administrator acceptable to the Indenture TrusteeServicer, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution institution, having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of student loansautomotive receivables, as the successor to the Administrator Servicer under this Agreement.

Appointment of Successor. (a) Upon the Servicer’s receipt by the Administrator of notice of termination termination, pursuant to Section 5.1 above, 8.01 or the Servicer’s resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date 120 45 days from the delivery to the Eligible Lender Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and or (iiy) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer’s termination hereunder of hereunder, the Administrator the Issuer Indenture Trustee shall appoint a successor Administrator acceptable to the Indenture TrusteeServicer, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, pending the appointment of and acceptance by a successor Servicer, the Indenture Trustee without further action shall automatically be appointed and serve as the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration Servicing Fee; provided, however, the provisions of Section 7.01 shall not apply and the provisions of Section 4.07 shall not apply in the case of a breach by a predecessor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 4.14. The Indenture Trustee shall not be liable for any action or failure to act on the part of the predecessor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of student loansequipment receivables, as the successor to the Administrator Servicer under this Agreement.

Appointment of Successor. (a) A. Upon receipt by the Administrator Servicer of notice of termination pursuant to Section 5.1 above5.1, or the resignation by the Administrator Servicer in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and duties of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). Xxxxxx Xxx, Inc. In the event of the termination hereunder of the Administrator Servicer, the Issuer shall appoint a successor Administrator Servicer acceptable to the Indenture Trustee, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration FeeServicing Fee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator Servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above5.01, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “"Transfer Date”"). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “"Transfer Date”"). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor to the Administrator acceptable to the Indenture TrusteeAdministrator, and the successor to the Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture TrusteeAdministrator. In the event that a successor to the Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor to the Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “"Transfer Date”"). In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor to the Administrator acceptable to the Indenture TrusteeAdministrator, and the successor to the Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture TrusteeAdministrator. In the event that a successor to the Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor to the Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above5.01, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this AgreementSupplement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Supplement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement Supplement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “"Transfer Date”"). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this AgreementSupplement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to any Swap Counterparties ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which shall include the servicing of student loans.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor to the Administrator acceptable to the Indenture TrusteeAdministrator, and the successor to the Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture TrusteeAdministrator. In the event that a successor to the Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee Administrator without further action shall automatically be appointed the successor to the Administrator and the Indenture Trustee Administrator shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee Administrator shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee Issuer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) A. Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above5.1, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “"Transfer Date”"). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) A. Upon receipt by the Administrator Servicer of notice of termination pursuant to Section 5.1 above5.1, or the resignation by the Administrator Servicer in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and duties of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). Navient Solutions, Inc. In the event of the termination hereunder of the Administrator Servicer, the Issuer shall appoint a successor Administrator Servicer acceptable to the Indenture Trustee and the Eligible Lender Trustee, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Issuer, the Indenture Trustee and the Eligible Lender Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration FeeServicing Fee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator Servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above5.01, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Administration Agreement Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to the Swap Counterparty ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which shall include the servicing of student loans.

Appointment of Successor. (a) A. Upon receipt by the Administrator Servicer of notice of termination pursuant to Section 5.1 above5.1, or the resignation by the Administrator Servicer in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and duties of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). Xxxxxx Xxx, Inc. In the event of the termination hereunder of the Administrator Servicer, the Issuer shall appoint a successor Administrator Servicer acceptable to the Indenture Trustee and the Eligible Lender Trustee, and the successor Administrator Servicer shall accept its appointment by a written assumption in form Servicing Agreement 18 acceptable to the Indenture Trustee and the Eligible Lender Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration FeeServicing Fee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator Servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of of: (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to any Swap Counterparties) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which shall include the servicing of student loans.

Appointment of Successor. (a) Upon the Servicer's receipt by the Administrator of notice of termination pursuant to Section 5.1 above, 9.01 or the Servicer's resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of earlier of: (i1) the date 120 that is 45 days from after the date of delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii2) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer's termination hereunder of hereunder, the Administrator the Issuer Trustee shall appoint a successor Administrator acceptable to the Indenture TrusteeServicer, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee Trustee, without any further action action, shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or is legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution having a net worth of not less than $100,000,000 and whose regular business shall include includes the servicing of student loans, automotive receivables as the successor to the Administrator Servicer under this Agreement.

Appointment of Successor. (a) Upon the Servicer’s receipt by the Administrator of notice of termination termination, pursuant to Section 5.1 above, 8.1 or the Servicer’s resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date 120 45 days from the delivery to the Eligible Lender Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and or (iiy) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer’s termination hereunder of hereunder, the Administrator the Issuer Trustee shall appoint a successor Administrator acceptable to the Indenture TrusteeServicer, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Owner Trustee and the Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of student loansautomotive receivables, as the successor to the Administrator Servicer under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above2.5A, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee Note Insurer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator Administrator, as specified in the notice of resignation and accompanying Opinion opinion of Counsel (the “Transfer Date”)counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer Depositors shall appoint a successor Administrator acceptable to the Indenture Note Insurer and the Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Note Insurer and the Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator Administrator, in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration FeeFee in accordance with the provisions of this Agreement. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, or if requested by the Note Insurer, appoint or petition a court of competent jurisdiction to appoint appoint, with the consent of the Note Insurer, any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator Administrator, as the case may be, under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor servicer shall in no event relieve the Trustee from any obligations otherwise imposed on it until such successor has in fact assumed such appointment.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Administration Agreement 29 Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above14 hereof, or the resignation by the Administrator in accordance with the terms of this Administration Agreement, the predecessor Administrator shall continue to perform its functions as Administrator Administration Agreement (Trust) under this Agreement Administration Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor a successor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)is appointed. In the event of the termination or resignation hereunder of the Administrator, all authority and power of the Administrator under this Administration Agreement shall, without further action, be carried out by the Indenture Trustee; provided, however, the Indenture Trustee and the Issuer shall may, with the consent of the Depositor and a Rating Confirmation (as such term is defined in the Indenture), agree to appoint an alternative administrator. If the Indenture Trustee is unable to act, it may appoint, or petition a court for the appointment of, a successor Administrator acceptable whose regular business includes the servicing or administration of Student Loans and subject to the receipt by the Indenture TrusteeTrustee of a Rating Confirmation regarding the successor Administrator; provided, and however, the Indenture Trustee shall continue to act as Administrator until a successor Administrator has been so appointed. Any such successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreementassumption.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12 hereof, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later earlier of (ix) the date 120 one hundred and twenty (120) days from the delivery to the Eligible Lender Trustee Issuer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to any Counterparties ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement, any established institution the regular business of which includes the servicing or administration of student loans.

Appointment of Successor. (a) Upon the Servicer's receipt by the Administrator of notice of termination pursuant to Section 5.1 above, 9.01 or the Servicer's resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 45 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer's termination hereunder of hereunder, the Administrator the Issuer Trustee shall appoint a successor Administrator acceptable to the Indenture TrusteeServicer, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of student loans, (boat) (recreational vehicle) receivables as the successor to the Administrator Servicer under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.. Administration Agreement

Appointment of Successor. (a) Upon the Servicer's receipt by the Administrator of notice of termination termination, pursuant to Section 5.1 above, 8.1 or the Servicer's resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 45 days from the delivery to the Eligible Lender Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer's termination hereunder hereunder, the Trustee shall, provided it is not unwilling or unable to act, assume the obligations of the Administrator the Issuer Servicer hereunder and, unless an Insurer Default shall appoint a successor Administrator acceptable to the Indenture Trusteehave occurred and be continuing, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration FeeSecurity Insurer. Notwithstanding the above, the Indenture Trustee Trustee, with the prior written consent of the Security Insurer, or the Security Insurer shall, if it the Trustee shall be unwilling or legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.of

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationtermina tion, until receipt a successor Administrator (acceptable to the Subordinate Note Insurer) has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee, the Indenture Trustee and the Indenture Trustee Subordinate Note Insurer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the Subordinate Note Insurer and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture TrusteeTrustee and the Subordinate Note Insurer. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding Notwith standing the above, the Indenture Trustee (with the prior written consent of the Subordinate Note Insurer and prior written notice to the Swap Counterparty ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which shall include the servicing of student loans and which is acceptable to the Subordinate Note Insurer.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 one hundred and twenty (120) days from the delivery to the Issuer, the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to any Swap Counterparties ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which includes the servicing or administration of student loans.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable Administration Agreement so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to the Swap Counterparty) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which shall include the servicing of student loans.

Appointment of Successor. (a) Upon receipt by the ------------------------ Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of terminationtermina tion, until receipt of such notice and, in the case of resignationresigna tion, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment appoint ment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding Notwith standing the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement and the Administration Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed Administration Agreement the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above2.5A, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee Note Insurer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become unable to act as Administrator Administrator, as specified in the notice of resignation and accompanying Opinion opinion of Counsel (the “Transfer Date”)counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer Depositor shall appoint a successor Administrator acceptable to the Indenture Note Insurer and the Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Note Insurer and the Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator Administrator, in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration FeeFee in accordance with the provisions of this Agreement. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, or if requested by the Note Insurer, appoint or petition a court of competent jurisdiction to appoint appoint, with the consent of the Note Insurer, any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator Administrator, as the case may be, under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor servicer shall in no event relieve the Trustee from any obligations otherwise imposed on it until such successor has in fact assumed such appointment.

Appointment of Successor. (a) A. Upon receipt by the Administrator Servicer of notice of termination pursuant to Section 5.1 above5.1, or the resignation by the Administrator Servicer in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee or a successor Servicer shall have assumed the responsibilities and duties of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). Navient Solutions, Inc. In the event of the termination hereunder of the Administrator Servicer, the Issuer shall appoint a successor Administrator Servicer acceptable to the Issuer, the Indenture Trustee and the Eligible Lender Trustee, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee and the Eligible Lender Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration FeeServicing Fee and any Carryover Servicing Fees. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator Servicer under this Agreement; provided, however, that such right to appoint or to petition for the appointment of any such successor Servicer shall in no event relieve the Indenture Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment.

Appointment of Successor. (a) Upon receipt In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Trustee shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor shall be appointed by the Administrator of notice of termination pursuant to Section 5.1 aboveCity. Every such successor Trustee shall be a trust company or bank in good standing, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement located in the case United States of terminationAmerica, only until the date specified in such termination notice or, if no such date is specified in duly authorized to exercise trust powers and subject to examination by federal or state authority and having a notice capital and surplus of termination, until receipt of such notice and, in the case of resignation, until the later of not less than Seventy-Five Million Dollars (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”$75,000,000). In the event that no appointment of a successor Trustee shall be made by the termination hereunder City pursuant to the foregoing provisions of this Article within sixty (60) days after a vacancy in the Administrator office of Trustee shall have occurred, the Issuer City shall have the right to appoint a successor Administrator acceptable to Trustee within the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shallnext thirty (30) days; thereafter, if it shall be unwilling no successor Trustee has been appointed, any Owner or legally unable so any retiring Trustee may apply to act, appoint or petition a any court of competent jurisdiction to appoint any established institution whose regular business shall include for the servicing appointment of student loansa successor Trustee, and such court may thereupon, after such notice, if any, as it shall deem proper, prescribe or appoint a successor Trustee. Within thirty (30) days of the resignation or removal of a Trustee and the appointment of a successor, such successor Trustee shall cause a written notice of such occurrence to be mailed, postage prepaid, to each Owner of Bonds, at its address appearing in the Administrator under this AgreementRegistration Books. No removal, resignation or termination of the Trustee shall take effect until a successor shall be appointed.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12 hereof, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 one hundred and twenty (120) days from the delivery to the Eligible Lender Trustee Issuer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to any Swap Counterparties ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement, any established institution the regular business of which includes the servicing or administration of student loans.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Owner Trustee and the Indenture Trustee Administrator of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “"Transfer Date”"). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor to the Administrator acceptable to the Indenture TrusteeAdministrator, and the successor to the Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture TrusteeAdministrator. In the event that a successor to the Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee Administrator without further action shall automatically be appointed the successor to the Administrator and the Indenture Trustee Administrator shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee Administrator shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12 hereof, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later earlier of (ix) the date 120 one hundred and twenty (120) days from the delivery to the Eligible Lender Trustee Issuer and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, Trustee and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice to any Swap Counterparties ) shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement, any established institution the regular business of which includes the servicing or administration of student loans.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 120 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Administrator shall become unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”). In the event of the termination hereunder of the Administrator the Issuer shall appoint a successor Administrator acceptable to the Indenture Trustee, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator has not been appointed at Administration Agreement the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator and the Indenture Trustee shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loans, as the successor to the Administrator under this Agreement.

Appointment of Successor. (a) Upon receipt by the Administrator of notice of termination pursuant to Section 5.1 above12, or the resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator shall continue to perform its functions as Administrator under this Agreement Administrator, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt a successor Administrator has accepted and assumed the responsibilities of such notice the Administrator and, in the case of resignation, until the later of (ix) the date 120 days from the delivery to the Indenture Trustee (if any Notes remain Outstanding) and the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator shall become legally unable to act as Administrator as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the termination hereunder of the Administrator Administrator, the Issuer shall appoint a successor Administrator acceptable to the Indenture TrusteeTrustee if any Notes remain Outstanding or acceptable to the Eligible Lender Trustee if the Notes have been paid in full, and the successor Administrator shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee or the Eligible Lender Trustee, as the case may be. In the event that a successor Administrator has not been appointed at the time when the predecessor Administrator has ceased to act as Administrator in accordance with this Section, the Indenture Trustee or the Eligible Lender Trustee, as the case may be, without further action shall automatically be appointed the successor Administrator and the Indenture Trustee or the Eligible Lender Trustee, as the case may be, shall be entitled to the Administration Fee. Notwithstanding the above, the Indenture Trustee or the Eligible Lender Trustee, as the case may be, shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint any established institution whose regular business shall include the servicing of student loansappoint, as the successor to the Administrator under this Agreement and the Administration Agreement, any established institution the regular business of which shall include the servicing of student loans.

Appointment of Successor. (a) Upon the Servicer's receipt by the Administrator of notice of termination termination, pursuant to Section 5.1 above, 9.1 or the Servicer's resignation by the Administrator in accordance with the terms of this Agreement, the predecessor Administrator Servicer shall continue to perform its functions as Administrator Servicer under this Agreement Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later earlier of (ix) the date 120 45 days from the delivery to the Eligible Lender Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (iiy) the date upon which the predecessor Administrator Servicer shall become unable to act as Administrator Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel (the “Transfer Date”)Counsel. In the event of the Servicer's termination hereunder of hereunder, the Administrator the Issuer Trustee shall appoint a successor Administrator acceptable to the Indenture TrusteeServicer, and the successor Administrator Servicer shall accept its appointment by a written assumption in form acceptable to the Indenture Trustee. In the event that a successor Administrator Servicer has not been appointed at the time when the predecessor Administrator Servicer has ceased to act as Administrator Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the successor Administrator Servicer and the Indenture Trustee shall be entitled to the Administration Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established institution institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of student loansautomotive receivables, as the successor to the Administrator Servicer under this Agreement.