Common use of Appointment of Subservicer Clause in Contracts

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Certificateholder or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) A. The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term “subservicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (b) The B. For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 Subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of the Sarbanes Certification under Section 4.12(a)(iv) Issuer as and when required to be delivered. (c) C. The Servicer shall promptly promptly, upon request request, provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Applicable Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . D. As a condition to the utilization of any Subcontractor determined to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Subject to clause (c) below, the Servicer may at any time after the execution of this Agreement reasonably appoint a Subservicer subservicer in good faith to perform all or any portion of its obligations as Servicer hereunder. (b) [Intentionally Omitted]. (c) The appointment of a subservicer pursuant to clause (a) above is subject to the condition that (i) ten days’ prior notice of such appointment shall have been given to the Controlling Class, the Indenture Trustee and to each Rating Agency and each Rating Agency shall have notified the Servicer, the Owner Trustee and the Indenture Trustee in writing that such appointment satisfies the Rating Agency Condition; provided, however, (ii) that the Servicer shall remain has received the written consent of the Noteholders representing a majority of the outstanding Note Balance of the Controlling Class to such appointment; and (iii) that the Servicer remains obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Trustee and the Noteholders for the servicing and administering of the Receivables Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. Conveyed Assets. (d) The fees and expenses of the Subservicer any subservicer shall be as agreed between the Servicer and its Subservicer such subservicer from time to time, and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Issuing Entity or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) A. The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer one or more subservicers to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Notice Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of any such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer a subservicer shall be as agreed between the Servicer and its Subservicer such subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Notice Condition referred to above, the term “subservicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (b) The B. For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 Subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of the Sarbanes Certification under Section 4.12(a)(iv) Issuer as and when required to be delivered. (c) C. The Servicer shall promptly promptly, upon request request, provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Applicable Servicing Criteria will be addressed in assessments of compliance and attestations provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . D. As a condition to the utilization of any Subcontractor determined to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) A. The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term “subservicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (b) The B. For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 Subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of the Sarbanes Certification under Section 4.12(a)(iv) Issuer as and when required to be delivered. (c) C. The Servicer shall promptly promptly, upon request request, provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . D. As a condition to the utilization of any Subcontractor determined to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) A. The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (b) The B. For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 Subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a Sarbanes-Oxley Certification on behalf of the Sarbanes Certification under Section 4.12(a)(iv) Issuer as and when required to be deliveredreq▇▇▇▇▇ ▇▇ ▇▇ ▇▇livered. (c) C. The Servicer shall promptly promptly, upon request request, provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . D. As a condition to the utilization of any Subcontractor determined to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Certificateholders or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator Indenture Trustee any servicer Servicer compliance statement required to be delivered by such Subservicer under Section 4.114.10, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 4.10 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv4.10(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the IssuerDepositor, a written description (in form and substance satisfactory to the Issuer and the AdministratorDepositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, and none of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunderhereunder if each Rating Agency has received reasonable advance notice of the Servicer’s intention to do so and has not notified the Servicer that such an appointment would or might result in the qualification, reduction or withdrawal of a rating then assigned by such rating Agency to any Class of Notes; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty], the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The Servicer has appointed such a subservicer to perform its [_____________]. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, and none of the Issuer, the Owner Trustee, the Indenture Trustee, [the Swap Counterparty], the Certificateholder or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) A. The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term "subservicer" shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (b) The B. For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 Subservicer, each as set forth in Article 7 of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a Sarbanes-Oxley Certification on behalf of the Sarbanes Certification under Section 4.12(a)(iv) Issuer as and when required to be deliveredreq▇▇▇▇▇ ▇▇ ▇▇ ▇▇livered. (c) C. The Servicer shall promptly promptly, upon request request, provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . D. As a condition to the utilization of any Subcontractor determined to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Section 7 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Section 7 of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Indenture Administrator, the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Indenture Administrator, the Swap Counterparty, the Certificateholders or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer Issuer, the Indenture Administrator and the Administrator Indenture Trustee any servicer Servicer compliance statement required to be delivered by such Subservicer under Section 4.114.10, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 4.10 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv4.10(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the IssuerDepositor, a written description (in form and substance satisfactory to the Issuer and the AdministratorDepositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Master Servicer may at any time after time, upon the execution written consent of this Agreement the Surety Provider, appoint a Subservicer subservicer to perform all or any portion of its obligations as Master Servicer hereunderhereunder and under the Sale and Servicing Agreement and any other Supplemental Sale and Servicing Agreements; providedPROVIDED, howeverHOWEVER, that the Rating Agency Condition shall have been satisfied in connection therewith; PROVIDED FURTHER that the Master Servicer shall remain obligated and be liable to the Issuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Certificateholders, the Noteholders and the Noteholders Surety Provider for the servicing and administering of the Receivables Financed Student Loans in accordance with the provisions hereof and of the Sale and Servicing Agreement and any other Supplemental Sale and Servicing Agreements without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the ReceivablesFinanced Student Loans. The Surety Provider may, pursuant to and in accordance with Section 4.08 of the Insurance Agreement, direct the Master Servicer, which shall act in accordance with such direction within a reasonable period of time after receipt thereof, to remove any subservicer. The fees and expenses of the Subservicer subservicer shall be as agreed between the Master Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Certificateholders, the Noteholders or the Noteholders Surety Provider shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.ARTICLE V. DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement appoint a Subservicer subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Indenture Administrator, the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Subservicer subservicer shall be as agreed between the Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Indenture Administrator, the Certificateholders or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer [or the Administrator[___]], acting on behalf of the Issuer], a written description (in form and substance satisfactory to the Issuer [and the Administrator[___]]) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (aA) The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term “Subservicer” shall be deemed not to include Subcontractors such as systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (bB) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing the a Sarbanes Certification under Section 4.12(a)(iv) on behalf of the Issuer as and when required to be delivered. (cC) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . (D) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement 20[__]-[__] SUBI Servicing Supplement appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer20[__]-[__] Securitization Trust, the 20[__]-[__] Securitization Owner Trustee, the Indenture 20[__]-[__] Securitization Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables 20[__]-[__] Contracts and 20[__]-[__] Leased Vehicles in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables20[__]-[__] Contracts and 20[__]-[__] Leased Vehicles. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, and none of the Issuer20[__]-[__] Securitization Trust, the 20[__]-[__] Securitization Owner Trustee, the Indenture 20[__]-[__] Securitization Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer 20[__]-[__] Securitization Trust to comply with the reporting and compliance provisions of this Agreement 20[__]-[__] SUBI Servicing Supplement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer 20[__]-[__] Securitization Trust and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.115.02, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 5.03 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv5.03(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer 20[__]-[__] Securitization Trust or the Administrator, acting on behalf of the Issuer20[__]-[__] Securitization Trust, a written description (in form and substance satisfactory to the Issuer 20[__]-[__] Securitization Trust and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer 20[__]-[__] Securitization Trust and the Depositor to comply with the reporting and compliance provisions of this Agreement 20[__]-[__] SUBI Servicing Supplement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer 20[__]-[__] Securitization Trust and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Servicer may at any time after the execution of this Agreement 20[__]-[__] SUBI Servicing Supplement appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer20[__]-[__] Securitization Trust, the 20[__]-[__] Securitization Owner Trustee, the Indenture 20[__]-[__] Securitization Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables 20[__]-[__] Contracts and 20[__]-[__] Leased Vehicles in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables20[__]-[__] Contracts and 20[__]-[__] Leased Vehicles. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, and none of the Issuerthe 20[__]-[__] Securitization Trust, the 20[__]-[__] Securitization Owner Trustee, the Indenture 20[__]-[__] Securitization Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer 20[__]-[__] Securitization Trust to comply with the reporting and compliance provisions of this Agreement 20[__]-[__] SUBI Servicing Supplement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer 20[__]-[__] Securitization Trust and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.115.02, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 5.03 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv5.03(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer 20[__]-[__] Securitization Trust or the Administrator, acting on behalf of the Issuer20[__]-[__] Securitization Trust, a written description (in form and substance satisfactory to the Issuer 20[__]-[__] Securitization Trust and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. . (d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer 20[__]-[__] Securitization Trust and the Depositor to comply with the reporting and compliance provisions of this Agreement 20[__]-[__] SUBI Servicing Supplement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer 20[__]-[__] Securitization Trust and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (a) A. The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer one or more subservicers to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of any such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer a subservicer shall be as agreed between the Servicer and its Subservicer such subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture TrusteeAdministrator, the Certificateholder Indenture Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term “subservicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (b) The B. For the benefit of the Issuer, the Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 Subservicer, each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of the Sarbanes Certification under Section 4.12(a)(iv) Issuer as and when required to be delivered. (c) C. The Servicer shall promptly promptly, upon request request, provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Applicable Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . D. As a condition to the utilization of any Subcontractor determined to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.

Appointment of Subservicer. (a) The Master Servicer may at any time after time, upon the execution written consent of this Agreement the Surety Provider, appoint a Subservicer subservicer to perform all or any portion of its obligations as Master Servicer hereunderhereunder and under the Sale and Servicing Agreement and any other Supplemental Sale and Servicing Agreements; providedPROVIDED, howeverHOWEVER, that the Rating Agency Condition shall have been satisfied in connection therewith; PROVIDED FURTHER that the Master Servicer shall remain obligated and be liable to the Issuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Certificateholders, the Noteholders and the Noteholders Surety Provider for the servicing and administering of the Receivables Financed Student Loans in accordance with the provisions hereof and of the Sale and Servicing Agreement and any other Supplemental Sale and Servicing Agreements without diminution of such obligation and liability by virtue of the appointment of such Subservicer subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the ReceivablesFinanced Student Loans. The Surety Provider may, pursuant to and in accordance with Section 4.08 of the Insurance Agreement, direct the Master Servicer, which shall act in accordance with such direction within a reasonable period of time after receipt thereof, to remove any subservicer. The fees and expenses of the Subservicer subservicer shall be as agreed between the Master Servicer and its Subservicer subservicer from time to time, time and none of the Issuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Certificateholders, the Noteholders or the Noteholders Surety Provider shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 4.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Appointment of Subservicer. (aA) The Servicer may at any time after time, upon the execution written consent of this Agreement the Administrator, appoint a Subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that any applicable Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subservicer shall be as agreed between the Servicer and its Subservicer from time to time, time and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholder Trustee or the Noteholders shall have any responsibility therefor. With respect to satisfying the Rating Agency Condition referred to above, the term “Subservicer” shall be deemed not to include Subcontractors such as systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. (bB) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the provisions of the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports be filed with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.11Subservicer, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 4.12 each as set forth in Article VII of this Agreement and any certification required to be delivered to the Person that will be responsible for signing the a Sarbanes Certification under Section 4.12(a)(iv) on behalf of the Issuer as and when required to be delivered. (cC) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the AdministratorIssuer) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, which (if any, ) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to in clause (ii) of this paragraph. . (D) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Article VII of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, each as set forth in Article VII of this Agreement, in each case as and when required to be delivered.