Common use of Non-Ministerial Matters Clause in Contracts

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables); (B) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Ai) the amendment of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (Biii) the amendment, change or modification of this Agreement or any of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Note Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Note Paying Agent or Indenture the Trustee of its obligations under the Indenture; and (Cv) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Ai) the amendment of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (Biii) the amendment, change or modification of this Agreement or any of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cv) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Eligible Lender Trustee, in writing, of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Aa) the amendment of or any supplement to the Indenture; (b) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesTrust Student Loans); (Bc) the amendment, change or modification of the Basic Documents; (d) [Reserved]; (e) [Reserved]; (f) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Administrators or successor Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cg) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Issuer of the proposed action and the Trustee Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial mattersministerial” matters shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity and Issuer or the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (BC) the amendment, change or modification of the Related Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents and or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; and; (CE) the removal of the Indenture Trustee; and (F) the removal of the Asset Representations Reviewer. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (xA) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture Agreements or (zB) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Administration Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Aa) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (Bb) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cc) the removal of the Indenture Trustee. (ii) . Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (xi) make any payments to the Noteholders under the Related Agreements, (yii) sell the Trust Estate pursuant to Section 5.4 5.04 of the Indenture or (ziii) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Administration Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Aa) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (Bb) the appointment of successor Note Registrars, successor Paying Agents Agents, successor Calculation Agent and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent, Calculation Agent or Indenture Trustee of its obligations under the Indenture; and (Cc) the removal of the Indenture Trustee. (ii) . Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (xi) make any payments to the Noteholders under the Related Agreements, (yii) sell the Trust Estate pursuant to Section 5.4 5.04 of the Indenture or (ziii) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee and the Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the ----------------------- reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) 1. the amendment of or any supplement to the Indenture; 2. the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with Issuer; 3. the collection amendment, change or modification of the Receivables)Related Agreements; (B) 4. the appointment of successor Note Registrars, successor Paying Agents and successor Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations under the Indenture; and (C) 5. the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or any Transferor under the Related Agreements, Agreements or (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables); (B) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersSxxxxxxxx, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee, the Trustee and the Insurer of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Trust and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Trust (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, replacement Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables); (B) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersXxxxxxxxx, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (ia) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Bond Issuer of the proposed action and the Trustee Bond Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Ai) the amendment of, or any supplement to, the Bond Indenture; (ii) the initiation of any claim or lawsuit by the Issuing Entity Bond Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Bond Issuer (other than in connection with the collection of the ReceivablesPhase-In-Recovery Charge); (Biii) the amendment, change or modification of the Related Agreements; (iv) the appointment of successor Note Bond Registrars, successor Paying Agents and successor Bond Trustees pursuant to the Bond Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Bond Registrar, Paying Agent or Indenture Bond Trustee of its obligations under the Bond Indenture; and (Cv) the removal of the Indenture Bond Trustee. (iib) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Bond Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables)Entity; (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or the Transferor under the Related Agreements, Agreements or (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article V in unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesContracts); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee and the Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (ia) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Note Issuer of the proposed action and the Trustee Note Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of, or any supplement to, the Note Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Note Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Note Issuer (other than in connection with the collection of the ReceivablesRTC Charge); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Note Trustees pursuant to the Note Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Note Trustee of its obligations under the Note Indenture; and (C5) the removal of the Indenture Note Trustee. (iib) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Note Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Certificate Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerialnonministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Seller of the proposed action and the Trustee Seller shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection or enforcement of the ReceivablesCollateral); (BC) the amendment, change or modification of the Related Agreements; (D) the appointment of successor Note Transfer Agent and Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Transfer Agent and Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments from its own funds to the Noteholders Noteholders, the Owner or any other Person under the Related Agreements, (y) sell the Trust Estate Collateral pursuant to Section 5.4 5.5 of the Indenture other than pursuant to a written directive of ----------- the Indenture Trustee or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables)Issuer; (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or any Transferor under the Related Agreements, Agreements or (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee, the Trustee and the Insurer of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, replacement Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (ia) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Issuer of the proposed action and the Trustee Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of, or any supplement to, the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesRRB Charge); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (iib) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Certificate Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator shall Servicer will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action action, the Administrator shall Servicer will have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee shall and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (Ai) the initiation of any claim or lawsuit by the Issuing Entity and Issuer and, subject to the rights of the Insurer under Section 4.03, the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesHome Equity Loans); (Bii) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ciii) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator shall Servicer will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action action, the Administrator shall Servicer will have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee shall and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (ia) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Note Issuer of the proposed action and the Trustee Note Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of, or any supplement to, the Note Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Note Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Note Issuer (other than in connection with the collection of the ReceivablesRTC Charge); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Note Trustees pursuant to the Note Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Note Trustee of its obligations under the Note Indenture; and (C5) the removal of the Indenture Note Trustee. (iib) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Note Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Eligible Lender Trustee, the Securities Insurer and the Swap Counterparty of the proposed action and none of the Eligible Lender Trustee ,the Securities Insurer and the Swap Counterparty shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (Ai) [RESERVED]; (ii) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesFinanced Student Loans); (Biii) the amendment, supplement, change or modification to any of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Administrators or successor Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cv) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator shall Servicer will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action action, the Administrator shall Servicer will have notified the Owner Trustee, the Indenture Trustee and the Insurer of the proposed action and the Owner Trustee shall and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesContracts); (BC) the amendment, change or modification of any other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or a successor ServicersServicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (xA) make any payments to the Noteholders under the Related AgreementsTransaction Documents, (yB) sell the Trust Estate Collateral pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.clause

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator shall Servicer will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action action, the Administrator shall Servicer will have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee shall and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee [and, so long as no Insurer Default has occurred and is continuing, the Insurer] will not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesContracts); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Manager are non-ministerial, the Administrator Manager shall not take any action unless within a reasonable time before the taking of such action the Administrator Manager shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesTrust Estate); (BC) the amendment, change or modification of the Related Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators Managers or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator Manager shall not be obligated to, and shall not: , (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 6.3 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator Manager not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables)Entity; (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or any Transferor under the Related Agreements, Agreements or (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator shall Servicer will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action action, the Administrator shall Servicer will have notified the Owner Trustee, the Indenture Trustee and the Insurer of the proposed action and the Owner Trustee shall and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article 72 unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) 1. the amendment of or any supplement to the Indenture; 2. the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with Issuer; 3. the collection amendment, change or modification of the Receivables)Related Agreements; (B) 4. the appointment of successor Note Registrars, successor Paying Agents and successor Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations under the Indenture; and (C) 5. the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or any Transferor under the Related Agreements, Agreements or (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Eligible Lender Trustee, the Securities Insurer and the Swap Counterparty of the proposed action and none of the Trustee Eligible Lender Trustee, the Securities Insurer and the Swap Counterparty shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (Ai) [Reserved]; (ii) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesFinanced Student Loans); (Biii) the amendment, supplement, change or modification to any of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Administrators or successor Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cv) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesReceivables or Eligible Investments); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) . Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the ----------------------- reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the other Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-"non- ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture (other than pursuant to or in connection with an Officer's Issuance Certificate); (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables)Issuer; (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders under the Related AgreementsBasic Documents, (y) except as provided in Section 2(a)(i)(Q) hereof, sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii and (iv) below, the Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Ai) the amendment of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (Biii) the amendment, change or modification of this Agreement or any of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cv) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article III unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Trust and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Trust (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Note Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee, the Indenture Trustee and the Securities Administrator of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee and the Securities Administrator shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (B3) the amendment, change or modification of this Agreement or any of the Basic Documents to which the Indenture Trustee, the Securities Administrator or the Owner Trustee, as applicable, is a party; (4) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees or Securities Administrator pursuant to the Indenture or the appointment of a successor Administrators Servicer or successor Servicers, Master Servicer or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Agent, Indenture Trustee or Securities Administrator of its obligations under the Indenture; and (C5) the removal of the Indenture TrusteeTrustee or the Securities Administrator. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Transferor of the proposed action and the Trustee Transferor shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection or enforcement of the ReceivablesCollateral); (BC) the amendment, change or modification of the Related Agreements; (D) the appointment of each successor Note RegistrarsTransfer Agent and Registrar, each successor Paying Agents Agent and each successor Trustees Indenture Trustee pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by each of the Note Transfer Agent and Registrar, Paying Agent or the Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (xA) make any payments from its own funds to the Noteholders Noteholders, the Owner or any other Person under the Related Agreements, (yB) sell the Trust Estate Collateral pursuant to Section 5.4 5.05 of the Master Indenture other than pursuant to a written directive of the Indenture Trustee or (zC) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee and the Bond Insuer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee[, the Insurer (for so long as it is the Controlling Party)] or the Indenture Trustee of the proposed action and the Owner Trustee[, the Insurer (for so long as it is the Controlling Party)] or the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (B) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (AI) the amendment of or any supplement to the Indenture; (II) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BIII) the amendment, change or modification of this Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (IV) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CV) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-"non- ministerial matters” " shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) i. Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables)Entity; Agreements; (B3) the amendment, change or modification of the Related (4) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or the Transferor under the Related Agreements, Agreements or (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (ia) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Issuer of the proposed action and the Trustee Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of, or any supplement to, the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesRRB Charge); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (iib) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Chase Administrator are non-ministerial, the Chase Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Chase Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (B) the amendment, change or modification of the Related Agreements; (C) the appointment of successor Indenture Trustees pursuant to the Indenture, successor Paying Agents pursuant to the Amended and Restated Trust Agreement or successor Chase Administrators or the consent to the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CD) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Chase Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders or the Certificateholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Chase Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Master Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Certificate Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the ------------------------- reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee and the Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesMortgage Loans); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Administrative Agent are non-ministerial, the Administrator Administrative Agent shall not take any action unless within a reasonable time before the taking of such action action, the Administrator Administrative Agent shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Trust Agreement;] (B) the initiation of any claim or lawsuit by the Issuing Entity Administrative Agent and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with Trustee or the collection of the Receivables)Administrative Agent; (BC) the appointment of any successor Note RegistrarsCertificate Registrar, successor Paying Agents and Administrative Agent or successor Trustees Trustee pursuant to the Indenture or the appointment of successor Administrators or successor ServicersTrust Agreement, or the consent to the assignment by the Note Certificate Registrar, Paying Administrative Agent or Indenture Trustee of its obligations under the Indenture; and Trust Agreement;] and [(CD) the removal of the Indenture Trustee.] (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator Administrative Agent shall not be obligated to, and shall not: not [(x) make any payments to the Noteholders Certificateholders under the Related AgreementsTrust Agreement], [(y) sell the Deposited Assets except as provided for under the Trust Estate pursuant to Section 5.4 of the Indenture Agreement] or (z) take any other action that the Issuing Entity Trustee directs the Administrator Administrative Agent not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Administrative Agent are non-ministerial, the Administrator Administrative Agent shall not take any action unless within a reasonable time before the taking of such action action, the Administrator Administrative Agent shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Trust Agreement;] (B) the initiation of any claim or lawsuit by the Issuing Entity Administrative Agent and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with Trustee or the collection of the Receivables);Administrative Agent][; and] (BC) the appointment of any successor Note RegistrarsCertificate Registrar, successor Paying Agents and Administrative Agent or successor Trustees Trustee pursuant to the Indenture or the appointment of successor Administrators or successor ServicersTrust Agreement, or the consent to the assignment by the Note Certificate Registrar, Paying Administrative Agent or Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture TrusteeTrust Agreement]. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator Administrative Agent shall not be obligated to, and shall not: not (x) make any payments to the Noteholders Certificateholders under the Related AgreementsTrust Agreement, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture Conveyed Assets or (z) take any other action that the Issuing Entity Trustee directs the Administrator Administrative Agent not to take on its behalf.

Non-Ministerial Matters. (i) Error! Bookmark not defined. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee Note Issuer of the proposed action and the Trustee Note Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of, or any supplement to, the Note Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Note Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Note Issuer (other than in connection with the collection of the ReceivablesRTC Charge); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Note Trustees pursuant to the Note Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Note Trustee of its obligations under the Note Indenture; and (C5) the removal of the Indenture Note Trustee. (iia) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Note Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article V in unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of compromiseof any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection inconnection with the collection of the ReceivablesContracts); (BC) the amendment, change or modification of this Servicing Agreementor any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Trustee of the proposed action and the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of the Related Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related AgreementsIndenture, the Notes or the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator shall Servicer will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action action, the Administrator shall Servicer will have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee shall and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator Admin- istrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld with- held consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Receivables)Issuer; (BC) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (xA) make any payments to the Noteholders under the Related AgreementsBasic Documents, (yB) sell the Indenture Trust Estate pursuant to Section 5.4 of the Indenture or (zC) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Owner Trustee and the Insurer of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the Receivables); (BC) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell Trustee or the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalfCollateral Agent.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action pursuant to this Article V in unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesAssets); (BC) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before except upon the taking of such action the Administrator shall have notified the Trustee direction of the proposed action and the Trustee shall not have withheld consent or provided an alternative directionTransferor. For the purpose of the preceding sentence, “non-non- ministerial matters” shall include, without limitation: (A) the amendment of or any supplement or other modification to any Related Agreement; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesTrust Estate); (BC) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CD) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments to the Noteholders Noteholders, the Owner or any other Person under the Related Agreements, (y) sell the Trust Estate Collateral pursuant to Section 5.4 5.05 of the Indenture other than pursuant to a written directive of the Indenture Trustee or (z) take any other action that the Issuing Entity Issuer or the Owner Trustee directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Eligible Lender Trustee, the Securities Insurer and the Swap Counterparty of the proposed action and none of the Trustee Eligible Lender Trustee, the Securities Insurer and the Swap Counterparty shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Ai) [Reserved]; (ii) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesFinanced Student Loans); (Biii) the amendment, supplement, change or modification to any of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Administrators or successor Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Cv) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: (x) make any payments to the Noteholders under the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerialnonministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Trustee Transferor of the proposed action and the Trustee Transferor shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection or enforcement of the ReceivablesCollateral); (BC) the amendment, change or modification of the Related Agreements; (D) the appointment of successor Note Transfer Agent and Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor ServicersAdministrators, or the consent to the assignment by the Note Transfer Agent and Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (CE) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not: , (x) make any payments from its own funds to the Noteholders Noteholders, the Transferor or any other Person under the Related Agreements, (y) sell the Trust Estate Collateral pursuant to Section 5.4 5.5 of the Indenture other than pursuant to a written directive of the Indenture Trustee or (z) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall will not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have has notified the Owner Trustee of the proposed action and the Owner Trustee shall has not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include, without limitation: (A1) the amendment of or any supplement to the Indenture; (2) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ReceivablesReceivables or Eligible Investments); (B3) the amendment, change or modification of the Related Agreements; (4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (C5) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall is not be obligated to, and shall not: may not (x1) make any payments to the Noteholders or the Transferors under the Related Agreements, (y2) sell the Trust Estate Assets pursuant to Section 5.4 5.05 of the Indenture other than pursuant to a written directive of the Indenture Trustee or (z3) take any other action that the Issuing Entity Issuer directs the Administrator not to take on its behalf.