Common use of Termination Option Clause in Contracts

Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach of this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof.

Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this the Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners holders of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners holders of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners holders of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners holders of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee or the holders of a majority of the Highest Priority Obligations may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach of this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof.

Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners holders of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners holders of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners holders of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners holders of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee or the holders of a majority of the Highest Priority Obligations may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach of this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof.

Termination Option. If at any time during the term of this Agreement any either party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty Thirty (30) days after receipt of written notice, the other party may, upon thirty Thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a as failure or refusal to perform in a material fashion: (i) failure by any Subservicer Servicer to make deposits to the Trustee of payments received with respect to the Education Loans, ; (ii) failure or refusal to perform or observe in any material fashion respect any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or ; (iii) becoming subject to upon an event of bankruptcy. An event of bankruptcy shall mean means: (a) the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, custodian or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, ; or (b) the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the A failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be constitute a material breach of this Agreement failure or refusal to perform or observe a covenant or agreement contained herein so long as the guarantee Trustee receives payment of the principal balance and accrued interest due on such the affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereofthis Agreement.

Termination Option. If at any time during the term of this Agreement any either party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a as failure or refusal to perform in a material fashion: (i) failure by any Subservicer Servicer to make deposits to the Trustee of payments received with respect to the Education Loans, ; (ii) failure or refusal to perform or observe in any material fashion respect any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or ; (iii) becoming subject to upon an event of bankruptcy. An event of bankruptcy shall mean means: (a) the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, custodian or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, ; or (b) the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the A failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be constitute a material breach of this Agreement failure or refusal to perform or observe a covenant or agreement contained herein so long as the guarantee Trustee receives payment of the principal balance and accrued interest due on such the affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereofthis Agreement.

Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of covenant contained in this Agreement, such failure or refusal shall be defined as an “Event of Default” hereunder, and if the party responsible for the Event of Default fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashionan Event of Default: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education LoansLoans shall be deemed an Event of Default by Servicer, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's ’s debts or failure to generally pay one's ’s debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default Event Default occurs as the result of the failure or refusal of a Subservicer to performperform in a material fashion any covenant contained in that Subservicer’s Subservicing Agreement, the Master Servicer shall (a) attempt to require the Subservicer to perform as required under the applicable Subservicing Agreement, (b) have the right, without any obligation, to cure or correct such default Event of Default, if the Subservicer is not an Affiliate of the Master Servicer, within thirty (30) days after receipt of notice, and (c) cure or correct such Event of Default, if the Subservicer is an Affiliate of the Master Servicer, within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion is responsible for an Event of Default and such default Event of Default remains unremedied uncured within thirty (30) days after receipt of the Master Servicer receives written noticenotice thereof, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' ’ written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' ’ rights as to subsequent defaultsEvents of Default. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach an Event of Default under this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof.

Termination Option. If at any time during the term of this Agreement any party refuses or fails to perform in a material fashion any portion of this Agreement, and fails or refuses to correct said action or lack of action within thirty (30) days after receipt of written notice, the other party may, upon thirty (30) days written notice, terminate this Agreement. Without limiting the generality of the foregoing sentence, the following shall be deemed a failure or refusal to perform in a material fashion: (i) failure by any Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure or refusal to perform in any material fashion any portion of this Agreement, including any failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an event of bankruptcy. An event of bankruptcy shall mean the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official, making a general assignment for the benefit of creditors, declaring a moratorium with respect to one's debts or failure to generally pay one's debts as they become due, or the commencement of an involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, provided such action is not dismissed within 60 days. If any default occurs as the result of the failure or refusal of a Subservicer to perform, the Master Servicer shall have the right, without any obligation, to cure or correct such default of such Subservicer within thirty (30) days after receipt of notice. If at any time the Master Servicer defaults by failure or refusal to perform in a material fashion and such default remains unremedied within thirty (30) days after receipt of written notice, then the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations may terminate all the rights and obligations of Master Servicer upon thirty (30) days' written notice. Following termination by the Trustee or the Registered Owners of not less than 25% of the Highest Priority Obligations as provided above, a successor master servicer appointed by the Registered Owners of not less than 25% of the Highest Priority Obligations or the Trustee, or the Trustee itself, shall succeed to all the responsibilities, duties and liabilities of Master Servicer under this Agreement and will be entitled to similar compensation arrangements, upon receipt of a Rating Confirmation; such compensation may not be greater than the servicing fees to Master Servicer pursuant to this Agreement, unless such compensation will not result in a downgrading or withdrawal of the then ratings of the Notes. If the Trustee is unable or unwilling to act as successor to the Master Servicer, the Trustee may appoint, or petition a court of competent jurisdiction for appointment of, a successor whose regular business includes the servicing of Education Loans. The Registered Owners of a majority of the Highest Priority Obligations, in the case of any Master Servicer default which does not adversely affect the Trustee may, on behalf of all Noteholders, waive any default by the Master Servicer hereunder, except a default in making any required deposits to or payments from any of the funds established under the Indenture. No waiver will impact the Noteholders' rights as to subsequent defaults. Failure to service an Education Loan in accordance with the Education Act and Regulations, even if such failure results in such Education Loan being denied the benefit of any applicable guarantee, shall not be a material breach of this Agreement so long as the guarantee on such affected Education Loan is reinstated or the Master Servicer and/or Subservicers pay the Trust or NSLF the outstanding principal balance and all accrued interest thereon, less the amount (if any) subject to risk sharing under the Education Act and Regulations, all in accordance with Section 15 hereof.of