Common use of Termination Option Clause in Contracts

Termination Option. If at any time during the term of this Agreement 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 as failure or refusal to perform in a material fashion: (i) failure by Subservicer to make deposits to the Trustee of payments received with respect to the Education Loans, (ii) failure to perform or observe in any material respect any covenants or agreements contained herein, or (iii) becoming subject to an insolvency or receivership proceeding. 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 Subservicer pays the Master Servicer 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.