Common use of Performance and Enforcement of Certain Obligations Clause in Contracts

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer Issuing Entity shall take all such lawful action as the Indenture Trustee may may, in its discretion, or, at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, shall request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Funding, the Administrator and Depositor or the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreementand Servicing Agreement or by the Depositor or the Servicer, as applicable, of each of their obligations under or in connection with the SLM ECFC Receivables Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, or by any obligor under any Interest Rate Swap of its obligations under or in accordance with the terms thereofsuch Interest Rate Swap, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, such Interest Rate Swap to the extent and in the manner directed by the Indenture Trustee, in its discretion or at the direction of the Holders of a majority of the Outstanding Amount of the Controlling Securities, including the transmission of notices of default under the Sale and Servicing Agreement or any such Interest Rate Swap on the part of the Depositor, SLM ECFC, VG Funding, the Administrator Depositor or the Servicer thereunder or the Interest Rate Swap obligor, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Funding, the Administrator Depositor or the Servicer and the Interest Rate Swap obligor of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, respectivelyany Interest Rate Swap. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-66 2/3% of the Outstanding Amount of the Notes Controlling Securities shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Depositor, SLM ECFC, VG Funding, the Administrator Depositor or the Servicer or the Interest Rate Swap under or in connection with the Sale Agreementand Servicing Agreement or any Interest Rate Swap, or against the SLM ECFC Depositor under or in connection with the Receivables Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Funding, the Administrator Depositor or the Servicer Servicer, of each of their obligations to the Issuer thereunder, whether directly or by assignment, Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreementand Servicing Agreement or the Receivables Purchase Agreement or any Interest Rate Swap, as the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer Issuing Entity to take such action shall be suspended. (c) The Indenture Trustee shall give prompt written notice to the Swap Counterparty of each request for action that is made and direction received pursuant to this Section 5.16.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLMA, SLM ECFC, VG FundingELC, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLMA, SLM ECFC, VG FundingELC, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLMA, SLM ECFC, VG FundingELC, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLMA, SLM ECFC, VG FundingELC, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLMA, SLM ECFC, VG FundingELC, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-66- 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding, [____], the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the [____] Purchase Agreement, the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], respectivelyas the case may be, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the [____] Purchase Agreement, the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding, [____], the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding, [____], the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the [____] Purchase Agreement, the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], respectivelyas the case may be. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% 66⅔% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding, [____], the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the [____] Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding, [____], the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the [____] Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, [the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], respectivelyas the case may be, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, [the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement, the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, [the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], respectivelyas the case may be. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% 66⅔% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, [the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG [Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding], the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, [the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the VL Funding Purchase Agreement], the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-66- 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so so, and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG FundingSeller, the Administrator Depositor and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, or the performance and observance by the Seller of each of its obligations to the Depositor under or in accordance connection with the terms thereofReceivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the SLM ECFC Receivables Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG FundingSeller, the Administrator Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG FundingSeller, the Administrator Depositor or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Receivables Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of 66-2/3% Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Notes [Controlling Class] [Notes] shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG FundingSeller, the Administrator Depositor or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Receivables Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Depositor, SLM ECFC, VG Funding, the Administrator Servicer or the Servicer Bank, as the case may be, of each of their obligations to the Issuer thereunder, whether directly or by assignment, thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale Agreement, the SLM ECFC Receivables Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, respectively, Agreement and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFCNavient CFC, VG [Blue Ridge Funding, VL Funding,] the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Navient CFC Purchase Agreement, [the VG Blue Ridge Funding Purchase Agreement, the VL Funding Purchase Agreement,] the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], respectivelyas the case may be, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Navient CFC Purchase Agreement, [the VG Blue Ridge Funding Purchase Agreement, the VL Funding Purchase Agreement,] the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFCNavient CFC, VG [Blue Ridge Funding, VL Funding,] the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFCNavient CFC, VG [Blue Ridge Funding, VL Funding,] the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Navient CFC Purchase Agreement, [the VG Blue Ridge Funding Purchase Agreement, the VL Funding Purchase Agreement,] the Administration Agreement, the Servicing Agreement and [the Servicing Subservicing Agreement], respectivelyas the case may be. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFCNavient CFC, VG [Blue Ridge Funding, VL Funding,] the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Navient CFC Purchase Agreement, [the Blue Ridge Funding Purchase Agreement, the VG VL Funding Purchase Agreement, ,] the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFCNavient CFC, VG [Blue Ridge Funding, VL Funding,] the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Navient CFC Purchase Agreement, [the Blue Ridge Funding Purchase Agreement, the VG VL Funding Purchase Agreement, ,] the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Controlling Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Bluemont Funding, Town Center Funding, Town Hall Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Bluemont Funding Purchase Agreement, the Town Center Funding Purchase Agreement, the Town Hall Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLMA, SLM ECFC, VG Funding, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ECFC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ECFC Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLMA, SLM ECFC, VG Funding, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLMA, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLMA, SLM ECFC, VG Funding, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ECFC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLMA, SLM ECFC, VG Funding, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding SLM ECFC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFCSLMA, VG Funding, SLM ELC, the Administrator and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding Purchase Agreement, the SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding Purchase Agreement, the SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFCSLMA, VG Funding, SLM ELC, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFCSLMA, VG Funding, SLM ELC, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding Purchase Agreement, the SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFCSLMA, VG Funding, SLM ELC, the Administrator or the Servicer under or in connection with the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding Purchase Agreement, the SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFCSLMA, VG Funding, SLM ELC, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC SLMA Purchase Agreement, the VG Funding Purchase Agreement, the SLM ELC Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s 's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG FundingSPV, the Administrator Origination Trust and the Servicer, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Transfer Agreement and the Servicing AgreementOrigination Trust Documents, respectively, in accordance with the terms thereoftheir respective terms, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Transaction Documents to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG FundingSPV, the Administrator Origination Trust or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG FundingSPV, the Administrator Origination Trust or the Servicer of each of their respective obligations under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelythereunder. (b) If an Event of Default has occurred and is continuingcontinuing with respect to any Series of Outstanding Investor Notes, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% a Majority in Interest of the such Series of Outstanding Amount Investor Notes (or, if an Event of the Default with respect to more than one Series of Investor Notes shallhas occurred, a Majority in Interest of each Series of Investor Notes with respect to which an Event of Default shall have occurred) shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, SLM ECFC, VG FundingSPV, the Administrator Origination Trust or the Servicer under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Transfer Agreement and the Servicing Agreement, respectivelyOrigination Trust Documents, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG FundingSPV, the Administrator Origination Trust or the Servicer of each of their respective obligations to the Issuer thereunder, whether directly or by assignment, thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Transfer Agreement and the Servicing Agreement, respectivelyOrigination Trust Documents, and any right of the Issuer to take such action shall be suspended; provided that, if an Event of Default has occurred and is continuing with respect to less than all Series of Outstanding Investor Notes, the Indenture Trustee may not take any action hereunder that is detrimental to the rights of the Holders of the Investor Notes with respect to which no Event of Default shall have occurred.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expenseso, the Issuer Trust shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, SLM ECFC, VG FundingTransferor, the Administrator Administrative Agent and the ServicerMaintenance Provider, as applicable, of each of their respective obligations to the Issuer, whether directly or by assignment, Trust under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Trust under or in connection with the Sale Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, each such agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, SLM ECFC, VG Funding, the Administrator or the Servicer Administrative Agent thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, SLM ECFC, VG FundingTransferor, the Administrator or Administrative Agent and the Servicer of each Maintenance Provider of their respective obligations under the Sale Administration Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Indenture Default has occurred and is continuing, the Indenture Trustee may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders of 66-2/3% representing not less than a majority of the Outstanding Amount of the Notes Amount, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Trust against the Depositor, SLM ECFC, VG FundingTransferor, the Administrator or Administrative Agent and the Servicer Maintenance Provider under or in connection with the Sale Administration Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Depositor, SLM ECFC, VG Funding, the Administrator Administrative Agent or the Servicer of each Maintenance Provider of their respective obligations to the Issuer thereunder, whether directly or by assignment, Trust thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Administration Agreement, the SLM ECFC Purchase Agreement, the VG Funding Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer Trust to take such action shall be suspended.