Common use of Non-Ministerial Matters Clause in Contracts

Non-Ministerial Matters. (i) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not take any action on the following matters without prior written instructions from the Trust (or the consent of the Owner Trustee): (1) approve any amendment or any supplement to the Indenture; (2) initiate any claim or lawsuit by the Trust or approve the compromise of any action, claim, or lawsuit brought by or against the Trust (other than in collecting the Collateral); (3) change in any way the Related Agreements; (4) appoint successor Note Registrars, successor Paying Agents, or successor Indenture Trustees pursuant to the Indenture, or appoint successor Administrators or successor Master Servicers under the Sale and Servicing Agreement, or consent to the assignment by the Note Registrar, Paying Agent, or Indenture Trustee of its obligations under the Indenture; or (5) remove the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to take any action that the Trust directs the Administrator in writing not to take.

Non-Ministerial Matters. (i) Notwithstanding anything With respect to matters that in the contrary in this Agreementreasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action on unless within a reasonable time before the following matters without prior written instructions from taking of such action, the Trust (or Administrator shall have notified the consent Owner Trustee of the proposed action and the Owner Trustee):Trustee have not withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (1i) approve any amendment or any supplement to the Indenture[Reserved]; (2ii) initiate the initiation of any claim or lawsuit by the Trust or approve Issuer and the compromise of any action, claim, claim or lawsuit brought by or against the Trust Issuer (other than in collecting connection with the Collateralcollection of the Financed Student Loans); (3iii) the amendment, supplement, change in or modification to any way of the Related AgreementsBasic Documents; (4iv) appoint the appointment of successor Note Registrars, successor Paying Agents, or Agents and successor Indenture Trustees pursuant to the IndentureIndenture or the appointment of Successor Administrators or Successor Master Servicers, or appoint successor Administrators or successor Master Servicers under the Sale and Servicing Agreement, or consent to the assignment by the Note Registrar, Paying Agent, Agent or Indenture Trustee of its obligations under the Indenture; orand (5v) remove the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to take any action that the Trust directs the Administrator in writing not to take.