Common use of Action by Owners with Respect to Certain Matters Clause in Contracts

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (i) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans); (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate; (iv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or (v) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documents.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s 's taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (i) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans); (ii) the election by the Trust to file an amendment to the Trust Certificate; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iiiiv) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust CertificateNoteholders; (ivv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; orNoteholders; (vvi) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture; (vii) the consent to the calling or waiver of any default under any Basic Documents; (viii) the consent to the assignment by the Indenture Trustee, the Indenture Administrator or the Servicer of their respective obligations under any Basic Documents; (ix) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (x) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (xi) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (xii) do any act that conflicts with any other Basic Documents; (xiii) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (xiv) confess a judgment against the Trust; (xv) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (xvi) cause the Trust to lend any funds to any entity; or (xvii) change the Trust's purpose and powers from those set forth in this Agreement. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate operation its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; entity or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of or any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-arm's length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, ; and otherwise maintain maintaining an arm’s-arm's length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States US Generally Accepted Accounting PrinciplesPractices, or in the event the Trust’s 's financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documents.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans)Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is requiredTrust Related Agreement; (iii) To the amendment fullest extent permitted by applicable law, file a voluntary petition in bankruptcy for the Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;Trust; and (iv) To the amendmentfullest extent permitted by applicable law, change (A) Institute proceedings to have the Trust declared or modification adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Administration AgreementTrust, except (C) file a petition or consent to cure any ambiguity a petition seeking reorganization or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder relief on behalf of the Trust Certificate; or under any applicable federal or state law relating to bankruptcy, (vD) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee appointment of a receiver, liquidator, assignee, trustee, sequestrator (or the Indenture Administrator any similar official) of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction a substantial portion of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any property of the Owners Trust, (E) make any assignment for the benefit of the Trust’s creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (G) take any Affiliate of action, or cause the Trust to take any thereof; (C) hold itself out as responsible for debts action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified Without limiting the generality of the foregoing, in any instructions delivered in accordance connection with Section 4.01(a) hereof; providedthe following nonministerial matters, however, that the Owner Trustee shall will take no action, and will not be required have authority to take any such action if unless it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to receives prior written approval from all the terms hereof or of Owners for so long as any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the OwnersNotes are outstanding: (i) the The initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for the collection of Trust the Student Loans)Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate; (iv) the The amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or (v) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof this Agreement or any unaffiliated entityTrust Related Agreement; (iii) observe all procedures required by its certificate The filing of trust and this Agreement and a voluntary petition in bankruptcy for the Statutory Trust Act; Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Outstanding Notes (iv) act solely in its name and through its duly authorized officers or agents as defined in the conduct of its businesses;Indenture) issued by the Trust; and (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) createInstitute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any consent to the institution of bankruptcy or insolvency proceedings against the Owners or any Affiliate of any thereof; Trust, (C) hold itself out file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (E) make any assignment for the benefit of the Trust's creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as responsible for debts they become due or (G) take any action, or cause the Trust to take any action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a "Bankruptcy Action"). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (ia) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans); (iib) the election by the Trust to file an amendment to the Trust Certificate; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iiid) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust CertificateNoteholders; (ive) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; orNoteholders; (vf) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture.; (dg) Notwithstanding anything the consent to the contrary hereincalling or waiver of any default under any Basic Documents; (h) the consent to the assignment by the Indenture Trustee, the Trust shall at all times:Indenture Administrator or the Servicer of their respective obligations under any Basic Documents; (i) practice and adhere to organizational formalitiesexcept as provided in Article IX hereof, such as maintaining appropriate booksdissolve, records and accounts separate from those of any other Personterminate or liquidate the Trust in whole or in part; (iij) observe merge or consolidate the Trust with or into any other entity, or convey or transfer all organizational formalities in connection with or substantially all dealings between itself and of the Trust's assets to any of its Owners and any Affiliate of any thereof or any unaffiliated other entity; (iiik) observe all procedures required by its certificate of trust and this Agreement and cause the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist assume or otherwise become or remain liable in respect of guaranty any indebtedness other than as provided set forth in this Agreement or the other Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ixl) do any act that conflicts with any other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (xm) maintain its financial records separate and apart from those do any act which would make it impossible to carry on the ordinary business of any other Personthe Trust as described in Section 2.03 hereof; (xin) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of confess a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of judgment against the Trust; (xxiio) maintain possess Trust assets, or assign the Trust's right to property, for other than a sufficient number of employees in light of its contemplated business operationsTrust purpose; (xxiiip) not acquire obligations or securities of cause the Trust to lend any of the Owners;funds to any entity; or (xxivq) hold itself out as a separate entity change the Trust's purpose and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital powers from those set forth in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documentsthis Agreement.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans)Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is requiredTrust Related Agreement; (iii) File a voluntary petition in bankruptcy for the amendment Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by the Trust; and (A) Institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (C) file a supplemental indenture in circumstances where the petition or consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder to a petition seeking reorganization or relief on behalf of the Trust Certificate; under any applicable federal or state law relating to bankruptcy, (ivD) consent to the amendmentappointment of a receiver, change liquidator, assignee, trustee, sequestrator (or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder similar official) of the Trust Certificate; or or a substantial portion of the property of the Trust, (vE) make any assignment for the appointment pursuant benefit of the Trust’s creditors, (F) cause the Trust to the Indenture of a successor admit in writing its inability to the Indenture Trustee or the Indenture Administratorpay its debts generally as they become due, or the consent to the assignment by the Indenture Trustee (G) take any action, or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, cause the Trust shall at all times: (i) practice and adhere to organizational formalitiestake any action, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject Each of the Trustees will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed in writing to the terms take or refrain from taking pursuant to an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Majority Owners. (b) The Owner Trustee shall Without limiting the generality of the foregoing, in connection with the following nonministerial matters, neither of the Trustees will take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; providedaction, however, that the Owner Trustee shall not be required nor will they have authority to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trusteeaction, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising they receive prior written approval from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Majority Owners: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of on the Trust Student Loans); (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is requiredTrust Related Agreement; (iii) To the amendment of fullest extent permitted by applicable law, file a voluntary petition in bankruptcy for the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;Trust; and (iv) To the amendmentfullest extent permitted by applicable law, change (A) institute proceedings to have the Trust declared or modification adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Administration AgreementTrust, except (C) file a petition or consent to cure any ambiguity a petition seeking reorganization or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder relief on behalf of the Trust Certificate; or under any applicable federal or state law relating to bankruptcy, (vD) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee appointment of a receiver, liquidator, assignee, trustee, sequestrator (or the Indenture Administrator any similar official) of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction a substantial portion of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any property of the Owners Trust, (E) make any assignment for the benefit of the Trust’s creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (G) take any Affiliate of action, or cause the Trust to take any thereof; (C) hold itself out as responsible for debts action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). To the fullest extent permitted by applicable law, no Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct either of the Trustees to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (i) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans); (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate; (iv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or (v) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of or any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain maintaining an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documents.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans)Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is requiredTrust Related Agreement; (iii) To the amendment fullest extent permitted by applicable law, file a voluntary petition in bankruptcy for the Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;Trust; and (iv) To the amendmentfullest extent permitted by applicable law, change (A) institute proceedings to have the Trust declared or modification adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Administration AgreementTrust, except (C) file a petition or consent to cure any ambiguity a petition seeking reorganization or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder relief on behalf of the Trust Certificate; or under any applicable federal or state law relating to bankruptcy, (vD) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee appointment of a receiver, liquidator, assignee, trustee, sequestrator (or the Indenture Administrator any similar official) of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction a substantial portion of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any property of the Owners Trust, (E) make any assignment for the benefit of the Trust’s creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (G) take any Affiliate of action, or cause the Trust to take any thereof; (C) hold itself out as responsible for debts action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans);Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is required;Trust Related Agreement; (iii) To the amendment fullest extent permitted by applicable law, file a voluntary petition in bankruptcy for the Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;Trust; and (iv) To the amendmentfullest extent permitted by applicable law, change (A) Institute proceedings to have the Trust declared or modification adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Administration AgreementTrust, except (C) file a petition or consent to cure any ambiguity a petition seeking reorganization or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder relief on behalf of the Trust Certificate; or under any applicable federal or state law relating to bankruptcy, (vD) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee appointment of a receiver, liquidator, assignee, trustee, sequestrator (or the Indenture Administrator any similar official) of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction a substantial portion of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any property of the Owners Trust, (E) make any assignment for the benefit of the Trust’s creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (G) take any Affiliate of action, or cause the Trust to take any thereof; (C) hold itself out as responsible for debts action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans);Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is required;Trust Related Agreement; (iii) To the amendment fullest extent permitted by applicable law, file a voluntary petition in bankruptcy for the Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;Trust; and (iv) To the amendmentfullest extent permitted by applicable law, change (A) Institute proceedings to have the Trust declared or modification adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Administration AgreementTrust, except (C) file a petition or consent to cure any ambiguity a petition seeking reorganization or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder relief on behalf of the Trust Certificate; or under any applicable federal or state law relating to bankruptcy, (vD) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee appointment of a receiver, liquidator, assignee, trustee, sequestrator (or the Indenture Administrator any similar official) of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction a substantial portion of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any property of the Owners Trust, (E) make any assignment for the benefit of the Trust’s creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (G) take any Affiliate of action, or cause the Trust to take any thereof; (C) hold itself out as responsible for debts action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (i) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans); (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate; (iv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or (v) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture AdministratorTrustee, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their its obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate operation its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; entity or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of or any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-arm’s length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, ; and otherwise maintain maintaining an arm’s-arm’s length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States U.S. Generally Accepted Accounting PrinciplesPractices, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documents.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified Without limiting the generality of the foregoing, in any instructions delivered in accordance connection with Section 4.01(a) hereof; providedthe following nonministerial matters, however, that the Owner Trustee shall will take no action, and will not be required have authority to take any such action if unless it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to receives prior written approval from all the terms hereof or of Owners for so long as any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the OwnersNotes are outstanding: (i) the The initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for the collection of Trust the Student Loans)Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate; (iv) the The amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or (v) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof this Agreement or any unaffiliated entityTrust Related Agreement; (iii) observe all procedures required by its certificate The filing of trust and this Agreement and a voluntary petition in bankruptcy for the Statutory Trust Act; Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Outstanding Notes (iv) act solely in its name and through its duly authorized officers or agents as defined in the conduct of its businesses;Indenture) issued by the Trust; and (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) createInstitute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any consent to the institution of bankruptcy or insolvency proceedings against the Owners or any Affiliate of any thereof; Trust, (C) hold itself out file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (E) make any assignment for the benefit of the Trust’s creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as responsible for debts they become due or (G) take any action, or cause the Trust to take any action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (ia) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Financed Student Loans); (iib) the election by the Trust to file an amendment to the Trust Certificate; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iiid) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust CertificateNoteholders; (ive) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; orNoteholders; (vf) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture AdministratorTrustee, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their its obligations under the Indenture.; (dg) Notwithstanding anything the consent to the contrary herein, calling or waiver of any default under any Trust Related Agreements; (h) the consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Trust shall at all times:Related Agreements; (i) practice and adhere to organizational formalitiesexcept as provided in Article IX hereof, such as maintaining appropriate booksdissolve, records and accounts separate from those of any other Personterminate or liquidate the Trust in whole or in part; (iij) observe merge or consolidate the Trust with or into any other entity, or convey or transfer all organizational formalities in connection with or substantially all dealings between itself and of the Trust's assets to any of its Owners and any Affiliate of any thereof or any unaffiliated other entity; (iiik) observe all procedures required by its certificate of trust and this Agreement and cause the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist assume or otherwise become or remain liable in respect of guaranty any indebtedness other than as provided set forth in this Agreement or the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereofother Trust Related Agreements; (ixl) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of do any act that conflicts with any other PersonTrust Related Agreements; (xm) maintain its financial records separate and apart from those do any act which would make it impossible to carry on the ordinary business of any other Personthe Trust as described in Section 2.03 hereof; (xin) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of confess a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of judgment against the Trust; (xxiio) maintain possess Trust assets, or assign the Trust's right to property, for other than a sufficient number of employees in light of its contemplated business operationsTrust purpose; (xxiiip) not acquire obligations or securities of cause the Trust to lend any of the Owners;funds to any entity; or (xxivq) hold itself out as a separate entity change the Trust's purpose and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital powers from those set forth in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documentsthis Agreement.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (ia) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Financed Student LoansLoans or in connection with breaches of the Basic Documents) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Financed Student LoansLoans or in connection with breaches of the Basic Documents); (iib) the election by the Trust to file an amendment to the Trust Certificate; (c) the amendment of the Indenture by a supplemental indenture Supplemental Indenture in circumstances where the consent of any Noteholder is required; (iiid) the amendment of the Indenture by a supplemental indenture Supplemental Indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust CertificateNoteholders; (ive) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; orNoteholders; (vf) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture AdministratorTrustee, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their its obligations under the Indenture.; (dg) Notwithstanding anything the consent to the contrary hereinassignment by the Indenture Trustee or the Servicer of their respective obligations under any of the Basic Documents; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust shall at all times:in whole or in part to the fullest extent provided by applicable law; (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of merge or consolidate the Trust with or into any other Person; (ii) observe entity, or convey or transfer all organizational formalities in connection with or substantially all dealings between itself and of the Trust's assets to any of its Owners and any Affiliate of any thereof or any unaffiliated other entity; (iiij) observe all procedures required by its certificate of trust and this Agreement and cause the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist assume or otherwise become or remain liable in respect of guaranty any indebtedness other than as provided set forth in this Agreement or the other Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ixk) do any act that conflicts with any other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (xl) maintain its financial records separate and apart from those do any act that would make it impossible to carry on the ordinary business of any other Personthe Trust as described in Section 2.03 hereof; (xim) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of confess a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of judgment against the Trust; (xxiin) maintain possess Trust assets, or assign the Trust's right to property, for other than a sufficient number of employees in light of its contemplated business operationsTrust purpose; (xxiiio) not acquire obligations or securities of cause the Trust to lend any of the Owners;funds to any entity; or (xxivp) hold itself out as a separate entity change the Trust's purpose and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital powers from those set forth in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documentsthis Agreement.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (i) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans); (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate; (iv) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; or (v) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate operation its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; entity or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of or any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-arm’s length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, ; and otherwise maintain maintaining an arm’s-arm’s length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States US Generally Accepted Accounting PrinciplesPractices, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documents.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans);Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is required;Trust Related Agreement; (iii) File a voluntary petition in bankruptcy for the amendment Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by the Trust; and (A) Institute proceedings to have the Trust declared or adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (C) file a supplemental indenture in circumstances where the petition or consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder to a petition seeking reorganization or relief on behalf of the Trust Certificate; under any applicable federal or state law relating to bankruptcy, (ivD) consent to the amendmentappointment of a receiver, change liquidator, assignee, trustee, sequestrator (or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder similar official) of the Trust Certificate; or or a substantial portion of the property of the Trust, (vE) make any assignment for the appointment pursuant benefit of the Trust’s creditors, (F) cause the Trust to the Indenture of a successor admit in writing its inability to the Indenture Trustee or the Indenture Administratorpay its debts generally as they become due, or the consent to the assignment by the Indenture Trustee (G) take any action, or the Indenture Administrator of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, cause the Trust shall at all times: (i) practice and adhere to organizational formalitiestake any action, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a “Bankruptcy Action”). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject The Owner Trustee will take such action or refrain from taking such action under this Agreement or any Trust Related Agreement as it shall be directed pursuant to the terms an express provision of this Agreement and in accordance or such Trust Related Agreement or, with respect to nonministerial matters, as it shall be directed by all the terms Owners for so long as any of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the OwnersNotes are outstanding. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that Without limiting the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part generality of the Owner Trusteeforegoing, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to in connection with the following nonministerial matters, the Owner Trustee shall will take no action, and will not have the power authority to take any action without the such action, unless it receives prior written consent approval from all the Owners for so long as any of the OwnersNotes are outstanding: (i) the initiation of Initiate any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (Trust, except with respect to the aforementioned for claims or lawsuits initiated in the ordinary course of business by the Trust or its agents or nominees for collection of Trust on the Student Loans)Loans owned by the Trust; (ii) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of Amend, change or modify this Agreement or any Noteholder is requiredTrust Related Agreement; (iii) To the amendment fullest extent permitted by applicable law, file a voluntary petition in bankruptcy for the Trust, which in no event shall the Owner Trustee be permitted to do or be instructed to do until at least 367 days after the payment in full of the Indenture Outstanding Notes (as defined in the Indenture) issued by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust Certificate;Trust; and (iv) To the amendmentfullest extent permitted by applicable law, change (A) institute proceedings to have the Trust declared or modification adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against the Administration AgreementTrust, except (C) file a petition or consent to cure any ambiguity a petition seeking reorganization or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder relief on behalf of the Trust Certificate; or under any applicable federal or state law relating to bankruptcy, (vD) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture Administrator, or the consent to the assignment by the Indenture Trustee appointment of a receiver, liquidator, assignee, trustee, sequestrator (or the Indenture Administrator any similar official) of their obligations under the Indenture. (d) Notwithstanding anything to the contrary herein, the Trust shall at all times: (i) practice and adhere to organizational formalities, such as maintaining appropriate books, records and accounts separate from those of any other Person; (ii) observe all organizational formalities in connection with all dealings between itself and any of its Owners and any Affiliate of any thereof or any unaffiliated entity; (iii) observe all procedures required by its certificate of trust and this Agreement and the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction a substantial portion of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any indebtedness other than as provided in the Basic Documents; (B) have obligations guaranteed by any property of the Owners Trust, (E) make any assignment for the benefit of the Trust's creditors, (F) cause the Trust to admit in writing its inability to pay its debts generally as they become due, or (G) take any Affiliate of action, or cause the Trust to take any thereof; (C) hold itself out as responsible for debts action, in furtherance of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of foregoing (any of the Owners or any Affiliate of any thereof; (D) operate or purport above, a "Bankruptcy Action"). No Owner shall have the power to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ix) other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (x) maintain its financial records separate and apart from those of any other Person; (xi) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statementstake, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Ownersno Owner shall take, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Trust; (xxii) maintain a sufficient number of employees in light of its contemplated business operations; (xxiii) not acquire obligations or securities of any of the Owners; (xxiv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture Bankruptcy Action with respect to the Trust Estate, except such action taken in accordance or direct the Owner Trustee to take any Bankruptcy Action with respect to the terms thereof; andTrust. (xxviic) conduct no other business other than No Owner shall take any action to cause the filing of an involuntary petition in connection with bankruptcy against the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic DocumentsTrust.

Action by Owners with Respect to Certain Matters. (a) Subject to the terms of this Agreement and in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust but only to the extent consistent with the limited purpose of the Trust. Such direction may be exercised at any time by written instruction of the Owners. (b) The Owner Trustee shall take such action or actions as may be specified in any instructions delivered in accordance with Section 4.01(a) hereof; provided, however, that the Owner Trustee shall not be required to take any such action if it shall have reasonably determined, or shall have been advised by counsel, that such action (i) is contrary to the terms hereof or of any document contemplated hereby to which the Owner Trustee is a party or is otherwise contrary to law or (ii) is likely to result in liability on the part of the Owner Trustee, unless the Owners shall have provided to the Owner Trustee indemnification or security reasonably satisfactory to the Owner Trustee against all costs, expenses and liabilities arising from the Owner Trustee’s taking such action. (c) With respect to the following matters, the Owner Trustee shall not have the power to take any action without the prior written consent of the Owners: (ia) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Financed Student Loans); (iib) the election by the Trust to file an amendment to the Trust Certificate; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (iiid) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the holder of the Trust CertificateNoteholders; (ive) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the holder of the Trust Certificate; orNoteholders; (vf) the appointment pursuant to the Indenture of a successor to the Indenture Trustee or the Indenture AdministratorTrustee, or the consent to the assignment by the Indenture Trustee or the Indenture Administrator of their its obligations under the Indenture.; (dg) Notwithstanding anything the consent to the contrary herein, calling or waiver of any default under any Basic Documents; (h) the Trust shall at all times:consent to the assignment by the Indenture Trustee or the Servicer of their respective obligations under any Basic Documents; (i) practice and adhere to organizational formalitiesexcept as provided in Article IX hereof, such as maintaining appropriate booksdissolve, records and accounts separate from those of any other Personterminate or liquidate the Trust in whole or in part; (iij) observe merge or consolidate the Trust with or into any other entity, or convey or transfer all organizational formalities in connection with or substantially all dealings between itself and of the Trust's assets to any of its Owners and any Affiliate of any thereof or any unaffiliated other entity; (iiik) observe all procedures required by its certificate of trust and this Agreement and cause the Statutory Trust Act; (iv) act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) manage its business and affairs by or under the direction of the Owners, as set forth herein; (vi) ensure that all of its actions are duly authorized; (vii) own or lease (including through shared arrangements with its Affiliates) all office furniture and equipment necessary to operate its business; (viii) not (A) create, assume, incur, suffer to exist assume or otherwise become or remain liable in respect of guaranty any indebtedness other than as provided set forth in this Agreement or the other Basic Documents; (B) have obligations guaranteed by any of the Owners or any Affiliate of any thereof; (C) hold itself out as responsible for debts of any of the Owners or any Affiliates of any thereof or for decisions or actions with respect to the affairs of any of the Owners or any Affiliate of any thereof; (D) operate or purport to operate as an integrated, single economic unit with respect to any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (E) seek to obtain credit or incur any obligation to any third party based upon the assets of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; (F) induce any such third party to reasonably rely on the creditworthiness of any of the Owners or any Affiliate of any thereof or any unaffiliated entity; or (G) be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any of the Owners or any Affiliate of any thereof; (ixl) do any act that conflicts with any other than as may be provided in the Basic Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; (xm) maintain its financial records separate and apart from those do any act which would make it impossible to carry on the ordinary business of any other Personthe Trust as described in Section 2.03 hereof; (xin) not suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of any of its Owners or any Affiliate of any thereof or any unaffiliated entity; (xii) compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimburse any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiii) maintain any office spaces separate and apart from that of any of its Owners or any Affiliate of any thereof (even if such office space is subleased from or is on or near premises occupied by any of its Owners or an Affiliate of any thereof) and any telephone numbers separate and apart from that of any of its Owners or any Affiliate of any thereof; (xiv) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xv) have separate stationery, invoices and checks from any of its Owners, any Affiliate of any thereof or any unaffiliated entity; (xvi) account for and manage all of its liabilities separately from those of any of its Owners or any Affiliate of any thereof and pay its own liabilities out of its own funds; (xvii) allocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software, and otherwise maintain an arm’s-length relationship with any of its Owners, any Affiliate of any thereof and any unaffiliated entity; (xviii) refrain from filing or otherwise initiating or supporting the filing of confess a motion in any bankruptcy or other insolvency proceeding involving any of its Owners or any Affiliate of any thereof to substantively consolidate any of its Owners or any Affiliate of any thereof with the Issuer; (xix) remain solvent; (xx) not commingle its property with the property of any of the Owners or any other Person; (xxi) prepare separate financial statements, prepared in accordance with United States Generally Accepted Accounting Principles, or in the event the Trust’s financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of judgment against the Trust; (xxiio) maintain possess Trust assets, or assign the Trust's right to property, for other than a sufficient number of employees in light of its contemplated business operationsTrust purpose; (xxiiip) not acquire obligations or securities of cause the Trust to lend any of the Owners;funds to any entity; or (xxivq) hold itself out as a separate entity change the Trust's purpose and correct any known misunderstanding regarding its separate identity; (xxv) maintain adequate capital powers from those set forth in light of its contemplated business operations; (xxvi) not take any action which would have the effect of discharging the security interest created under the Indenture with respect to the Trust Estate, except such action taken in accordance with the terms thereof; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Basic Documents and enter into no other agreements other than as contemplated by the Basic Documentsthis Agreement.