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 Seller, the Student Loan Marketing Association, the Administrator and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the 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 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 Seller, the Student Loan Marketing Association, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, 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 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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not 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 Issuing Entity’s expense, each of the Issuer shall Issuing Entity and the Grantor Trust agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator and the Servicer, as applicable, Depositor of each of their its obligations to the Issuer, whether directly Issuing Entity or by assignment, the Grantor Trust under or in connection with the Sale Trust Agreement, the Purchase Agreement, Servicer of its obligations to the Administration Agreement and Issuing Entity or the Grantor Trust under or in connection with the Servicing Agreement, respectivelyby the Seller of its obligations under or in connection with the Receivables Purchase Agreement, by the Depositor of its limited repurchase obligations under or in connection with the Receivables Transfer Agreement, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer Issuing Entity and the Grantor Trust under or in connection with the Sale Servicing Agreement, the Purchase Trust Agreement, the Administration Receivables Purchase Agreement and the Servicing Agreement, as the case may be, Receivables Transfer 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 Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer of each of their respective obligations under the Sale Agreement, the Receivables Purchase Agreement, the Administration Receivables Transfer Agreement and the Servicing Agreement, respectively. (b) as applicable. If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction of the Noteholders Holders of 66-2/3% the majority of the Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity or the Grantor Trust against the Seller, the Student Loan Marketing Association, the Administrator or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyagainst the Seller under or in connection with the Receivables Purchase Agreement and against the Depositor under or in connection with the Receivables Transfer Agreement, including the right or power to take any action to compel or secure performance or observance by the SellerServicer, the Student Loan Marketing Association, the Administrator Seller or the Servicer Depositor 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 Servicing Agreement, the Receivables Purchase Agreement, Agreement or the Administration Receivables Transfer Agreement and the Servicing Agreement, respectively, and any right of the Issuer Issuing Entity or the Grantor Trust 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Servicer or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Servicer or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Originator, the Seller, the Student Loan Marketing Association, the Administrator Servicer or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Originator, the Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ ▇▇▇, the Administrator and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the 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 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ ▇▇▇, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ Mae, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ ▇▇▇, the Administrator or the Servicer under or in connection with the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ Mae, 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 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 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 Seller, the Student Loan Marketing Association, the Administrator Depositor and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer of each of their obligations under the Sale Agreement, the Receivables 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 shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer under or in connection with the Sale Agreement, the Receivables 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 Student Loan Marketing AssociationDepositor, 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 Receivables 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 written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer shall Issuer, in its capacity as holder of the Home Equity Loans, shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Equity Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Equity Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expense(so long as no Credit Enhancer Default exists), the Issuer shall Issuer, in its capacity as holder of the Home Loans, shall, with the written consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Home Loan 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 Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Credit Enhancer (or if a Credit Enhancer Default has occurred and is continuing, Holders of 66-2/3% of the Outstanding Amount aggregate Note Balance of the Notes Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Home Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Home Loan 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Sale and 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Note Principal Balances of the Notes (subject to Section 6.02(k)) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Note Insurer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator [________] and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator [________] or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator [________] or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3[___]% of the Outstanding Amount Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator [________] or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator [________] or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not 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 SellerDepositor, the Student Loan Marketing AssociationSLC, 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 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 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 SellerDepositor, the Student Loan Marketing AssociationSLC, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerDepositor, the Student Loan Marketing AssociationSLC, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing AssociationSLC, the Administrator or the Servicer under or in connection with the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing AssociationSLC, 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 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator NC Capital and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreement, and Servicing Agreement or to JDCC under or in connection with the 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 Issuing Entity under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the 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 (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes shall, shall exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the 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 Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer Issuing Entity to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by JDCC of each of its obligations to the Seller under or in connection with the Purchase Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Purchase 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 Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by JDCC of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall exercise all rights, remedies, powers, privileges and claims of the Seller against JDCC under or in connection with the Purchase Agreement to the extent granted as security for the Notes hereunder, including the right or power to take any action to compel or secure performance or observance by JDCC of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller to take such action shall be suspended. Notwithstanding the foregoing, the Indenture Trustee shall have no duty or obligation to monitor the Servicer’s, the Seller’s or JDCC’s performance of any of their obligations under or in connection with the Sale and Servicing Agreement or the Purchase Agreement.

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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or to the Seller under or in connection with the 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, and Servicing Agreement (or the Seller under or in connection with the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or the 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 (which direction shall be in writing) of the Noteholders Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against Credit under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by Credit of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller 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 Seller, the Student Loan Marketing Association, the Administrator and a Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements, respectively, in accordance with the terms thereofas applicable, 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, Receivables Purchase Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of any of the Seller, the Student Loan Marketing Association, the Administrator Sellers or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator a Seller or the Servicer Servicer, as applicable, of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Sellers or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator or Sellers and the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, respectivelyReceivables Purchase Agreements, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator a Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing AgreementReceivables Purchase Agreements, 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 or Group 2 Subsequent Mortgage Loan Purchase 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 Mortgage Loan Purchase Agreement, the Administration any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, respectivelythe Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred the Mortgage Loans, subject to the rights of the Bond Insurer under this Agreement and is continuing, the Indenture Trustee Servicing Agreement may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Bond Insurer or if a Bond Insurer Default exists, Holders of 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer shall Issuer, in its capacity as holder of the Home Equity Loans, shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Equity Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Equity Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Credit Enhancer (or if a Credit Enhancer Default has occurred which is continuing, Holders of 66-2/3% of the Outstanding Amount Security Balances of the Notes Notes) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so 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 Seller, the Student Loan Marketing Association, the Administrator Depositor and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer of each of their obligations under the Sale Agreement, the Receivables 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 shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer under or in connection with the Sale Agreement, the Receivables 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 Student Loan Marketing AssociationDepositor, 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 Receivables 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 written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer shall Issuer, in its capacity as holder of the Home Loans, shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Home Loan 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 Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount aggregate Note Balance of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Home Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Home Loan 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee [or the Securities Insurer] to do so and at the AdministratorMaster Servicer's expense, the Issuer shall take all such lawful action as the Indenture Trustee [or the Securities Insurer] may request to compel or secure the performance and observance by the SellerTransferor, the Student Loan Marketing Association, the Administrator Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Issuer, under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture TrusteeTrustee [or the Securities Insurer], including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerTransferor, the Student Loan Marketing Association, the Administrator Master Servicer or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, and [at the written direction of the Noteholders Securities Insurer, and] at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of 66-2/3% of the Notes Outstanding Amount shall[, with the prior written consent of the Notes shall, Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Securityholder, against the SellerTransferor, the Student Loan Marketing Association, the Administrator Servicer or the Master Servicer under or in connection with the Sale Agreement, the 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 SellerTransferor, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Master Servicer, 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 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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuing Entity to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan 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 Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, as the case may be, 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 Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer Issuing Entity to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Sellers and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Sellers or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Sellers or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Enhancer under the Servicing Agreement, may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders of 66-66 2/3% of the Outstanding Amount aggregate Voting Rights of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Sellers or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Sellers or the Servicer Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase 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 ’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 SellerDepositor, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each Servicer of their respective obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in each case 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, and Servicing Agreement or the Receivables 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 SellerDepositor, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the SellerDepositor, the Student Loan Marketing Association, the Administrator or Seller and the Servicer of each of their respective obligations under the Sale Agreement, and Servicing Agreement or the Seller of its obligations under the Receivables 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 (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of Holders of Notes evidencing not less than 66⅔% of the Noteholders of 66-2/3% Note Balance of the Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellerDepositor, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, and Servicing Agreement or against the Seller under or in connection with the Receivables 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 SellerDepositor, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, as the case may be, of each of their its 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, and Servicing Agreement or the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended. (c) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66⅔% of the Note Balance of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Receivables Purchase Agreement, and any right of the Depositor to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee or the Securities Insurer to do so and at the AdministratorMaster Servicer's expense, the Issuer shall take all such lawful action as the Indenture Trustee or the Securities Insurer may request to compel or secure the performance and observance by the SellerTransferor, the Student Loan Marketing Association, the Administrator Servicer and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Issuer, under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture TrusteeTrustee or the Securities Insurer, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerTransferor, the Student Loan Marketing Association, the Administrator Master Servicer or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee mayshall, at the direction of the Securities Insurer, and at the written direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders Holders of 66-2/3% of the Notes Outstanding Amount shall, with the prior written consent of the Notes shallSecurities Insurer (so long as no Securities Insurer Default has occurred and is continuing), exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Securityholder, against the SellerTransferor, the Student Loan Marketing Association, the Administrator Servicer or the Master Servicer under or in connection with the Sale Agreement, the 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 SellerTransferor, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Master Servicer, 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 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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Administration Agreement and Indenture Trustee the Servicing Agreementduty to monitor the performance of the Seller or the Servicer of any of their liabilities, respectivelyduties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Notes of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, respectively, Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements 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 Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Contribution Agreement, the Purchase Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement. So long as no Bond Insurer Default exists, the Administration Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Bond Insurer under this 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 (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Bond Insurer or if a Bond Insurer Default exists, of the Holders of 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 Seller, Seller or the Student Loan Marketing Association, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Administration Agreement and Indenture Trustee the Servicing Agreementduty to monitor the performance of the Seller or the Master Servicer of any of their liabilities, respectivelyduties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, respectively, Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase 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 Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuing Entity to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan 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 Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, as the case may be, 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 Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer Issuing Entity to take such action shall not 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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Administration Agreement and Indenture Trustee the Servicing Agreementduty to monitor the performance of the Seller or the Servicer of any of their liabilities, respectivelyduties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, respectively, Receivables Purchase Agreement including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase 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 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Purchase 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the 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 (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of 66-2/3Notes evidencing not less than 662/3% of the Outstanding Amount Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the 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 Seller, the Student Loan Marketing AssociationServicer or Ford Credit, as the Administrator or the Servicer 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, and Servicing Agreement or the Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase 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 or the Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Majority Noteholders, to do so and at the AdministratorIssuer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee or the Controlling Party, as the case may be, may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, or prior to the Class A Termination Date, the Controlling Party, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Indenture Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at with the prior written direction consent of the Noteholders of 66-2/3% of Controlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Outstanding Amount of Majority Noteholders, but need not unless directed in writing by the Notes shallControlling Party or, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, the Majority Noteholders, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer 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 or waiver under the Sale Agreement, the 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 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Purchase 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) 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 Swap Counterparties in accordance with the Interest Rate Swap Agreements and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Interest Rate Swap Agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Swap Counterparties of its obligations under the Interest Rate Swap Agreements. (c) 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 66-2/3Notes evidencing not less than 662/3% of the Outstanding Amount Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the 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 Seller, the Student Loan Marketing AssociationServicer or Ford Credit, as the Administrator or the Servicer 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, and Servicing Agreement or the Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes evidencing not less than 662/3% of the principal amount of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparties including the right or power to take any action to compel or secure performance or observance by the Swap Counterparties of their obligations to the Issuer under Interest Rate Swap Agreements and to give any consent, request, notice, direction, approval, extension, or waiver under the Interest Rate Swap Agreements 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 Seller, the Student Loan Marketing Association, the Administrator Depositor and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer of each of their obligations under the Sale Agreement, the Receivables 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 shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer under or in connection with the Sale Agreement, the Receivables 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 Student Loan Marketing Association, the Administrator Depositor or the Servicer Servicer, 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 Receivables 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 AdministratorNote Issuer's expense, the Note 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 SellerComEd, the Student Loan Marketing Association, the Administrator Grantee and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Note Issuer under or in connection with the Grant Agreement or any Subsequent Grant Agreement, the Sale Agreement, the Purchase Agreement, the Administration or any Subsequent Sale 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 Note Issuer under or in connection with the Sale Agreementany such agreements, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the SellerComEd, the Student Loan Marketing Association, the Administrator Grantee or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerComEd, the Student Loan Marketing Association, the Administrator Grantee or the Servicer of each of their respective obligations under the Grant Agreement, any Subsequent Grant Agreement, the Sale Agreement, the Purchase Agreement, the Administration any Subsequent Sale Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-2/3% 2/3 percent of the Outstanding Amount of the Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller, the Student Loan Marketing Association, the Administrator Grantee or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration any Subsequent Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Grantee or the Servicer of each of their obligations to the Note 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 Purchase Agreement, the Administration any Subsequent Sale Agreement and or the Servicing Agreement, respectively, and any right of the Note Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Insurer (so long as no Insurer Default has occurred and is continuing) or the Indenture Trustee Trustee, with the consent of the Insurer to do so and at the Administrator's expense(which consent shall not be unreasonably withheld), the Issuer shall take all such lawful action as the Indenture Trustee or the Insurer, as applicable, may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Depositor and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture TrusteeTrustee or the Insurer, as applicable, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Master Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, subject to the rights of the Insurer hereunder and under the Sale and Servicing Agreement, may, and at the written direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders Insurer, or, if an Insurer Default has occurred and is continuing, the Holders of 66-2/3% of the Outstanding Amount of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Master Servicer under or in connection with the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing AssociationMaster Servicer, as the Administrator or the Servicer 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 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Contribution Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, the Purchase Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) The Indenture Trustee, as pledgee of the Administration Mortgage Loans, subject to the rights of the Bond Insurer under this 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 (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Bond Insurer or if a Bond Insurer Default exists, of the Holders of 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as owner of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration and Servicing Agreement and the Sale and 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as and the case may beSale and Servicing Agreement, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration and Servicing Agreement and the Sale and Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee mayTrustee, and as pledgee of the Mortgage Loans, at the written direction (which direction shall be in writing or by telephone confirmed in writing promptly thereafter) of the Noteholders Holders of 66-Notes representing not less than 66 2/3% of the Outstanding Amount aggregate Note Balance of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase and Servicing Agreement or the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, as the case may be, 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 Mortgage Loan Purchase and Servicing Agreement or the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall execute all documents provided to it by the Indenture Trustee necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

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 Issuer, in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing AssociationMaster Servicer, the Administrator Servicer and the Servicer, Subservicer as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Sale and Servicing Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, 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, the Mortgage Loan Purchase Agreement, the Administration Sale and Servicing Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing AssociationMaster Servicer, the Administrator or Servicer and the Servicer Subservicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing AssociationMaster Servicer, the Administrator or Servicer and the Servicer Subservicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Sale and Servicing Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% a majority of the Outstanding Amount Note Principal Balances of the Notes (subject to Section 6.02(k)) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing AssociationMaster Servicer, the Administrator Servicer or the Servicer Subservicer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Sale and Servicing Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing AssociationMaster Servicer, the Administrator Servicer or the Servicer Subservicer, 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 or waiver under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Sale and Servicing Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Purchase 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the 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 (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 66?% of the Outstanding Amount Note Balance of the Notes Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the 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 Seller, the Student Loan Marketing AssociationServicer or Ford Credit, as the Administrator or the Servicer 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, and Servicing Agreement or the Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended. (c) Reserved.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale and Servicing Agreement, or by the Seller and Ford Credit, as applicable, of each of their obligations under or in connection with the 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Purchase 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Ford Credit thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, and Servicing Agreement or by the Seller or Ford Credit of each of their obligations under the 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 (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders of 66-Notes evidencing not less than 66 2/3% of the Outstanding Amount principal amount of the Notes Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller or Ford Credit under or in connection with the 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 Seller, the Student Loan Marketing AssociationServicer or Ford Credit, as the Administrator or the Servicer 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, and Servicing Agreement or the Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase 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 ’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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended.. 37 (2024-C Indenture)

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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreementand Servicing Agreement or by the Seller or any Seller Affiliate, the as applicable, of each of their obligations under or in connection with each Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyin each case, 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Purchase 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 Seller, the Student Loan Marketing Association, the Administrator Master Servicer or the Servicer applicable Seller Affiliates thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreementand Servicing Agreement or by the Seller or any Seller Affiliate, the as applicable, of each of their obligations under or in connection with each 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 and, at the written direction (which direction shall be in writing) of the Noteholders Holders of not less than 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller or Seller Affiliate under the 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 Seller, the Student Loan Marketing Association, the Administrator Master Servicer or the Servicer applicable Seller Affiliate 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 or waiver under the Sale Agreement, the and Servicing Agreement or any Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas applicable, and any right of the Issuer to take such action shall be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request written direction from (a) the Credit Enhancer or (b) the Indenture Trustee to do so and at with the Administrator's expensewritten consent of the Credit Enhancer, the Issuer Issuer, in its capacity as holder of the Home Equity Loans, shall take all such lawful action as the Credit Enhancer or the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Home Equity Loan 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 Home Equity Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Equity Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Home Equity Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Equity Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shallNotes, with the consent of the Credit Enhancer shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Home Equity Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, the Home Equity Loan 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Equity Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorTransferor'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 (x) the Seller, the Student Loan Marketing Association, the Administrator Transferor and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Transfer and Servicing Agreement or (y) MCC of its obligations under or in connection with the Contribution and Sale Agreement, the 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 Purchase Agreement, the Administration Transfer and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement Transfer and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of at least 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration Agreement Transfer and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration Agreement Transfer and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Transferor's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MCC of each of its obligations to the Transferor under or in connection with the Contribution and Sale Agreement 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 Contribution and Sale 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 Transferor thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MCC of each of its obligations under the Contribution and Sale Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Transferor against MCC under or in connection with the Contribution and Sale Agreement, including the right or power to take any action to compel or secure performance or observance by MCC of each of its obligations to the Transferor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Contribution and Sale Agreement, and any right of the Transferor 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 AdministratorSeller'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 (x) the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or (y) CFSC of its obligations under or in connection with the 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 Purchase Agreement, the Administration and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the 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 and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of at least 66-2/3% of the Outstanding Principal Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Seller's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by CFSC of each of its obligations to the Seller under or in connection with the Purchase Agreement 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 Purchase 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 Seller thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by CFSC of each of its obligations under the Purchase Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Principal Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against CFSC under or in connection with the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by CFSC of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Purchase Agreement, and any right of the Seller 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 SellerDepositor, WEF, Wachovia Bank, the Student Loan Marketing AssociationAdministrator, the Administrator Eligible Lender Trustee and the Master 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, applicable Basic Documents 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may besuch relevant Basic 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 SellerDepositor, WEF, Wachovia Bank, the Student Loan Marketing AssociationAdministrator, the Administrator Eligible Lender Trustee or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerDepositor, WEF, Wachovia Bank, the Student Loan Marketing AssociationAdministrator, the Administrator Eligible Lender Trustee or the Master Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyapplicable Basic Documents. (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 Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellerDepositor, WEF, Wachovia Bank, the Student Loan Marketing AssociationAdministrator, the Administrator Eligible Lender Trustee or the Master Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, applicable Basic Documents including the right or power to take any action to compel or secure performance or observance by the SellerDepositor, WEF, Wachovia Bank, the Student Loan Marketing AssociationAdministrator, the Administrator Eligible Lender Trustee or the Master 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, applicable Basic Documents 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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended.. 37 (2024-A Indenture)

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 Issuing Entity in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuing Entity to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator NC Capital and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan 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 Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Note Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator NC Capital or the Servicer Servicer, as the case may be, 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 Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer Issuing Entity to take such action shall not 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 expenseso, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing AssociationDepositor, the Administrator and Securities Administrator, the Master Servicer or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Transfer and 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 Purchase Agreement, the Administration Transfer and Servicing 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 Seller, the Student Loan Marketing AssociationDepositor, the Administrator Securities Administrator, the Master Servicer or the Servicer thereunder Servicer, as applicable, under the Mortgage Loan Purchase Agreement and Transfer and Servicing Agreement and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing AssociationDepositor, the Administrator Securities Administrator, the Master Servicer or the Servicer Servicer, as applicable, of each of their applicable obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Transfer 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 Holders of 66-2/3% a majority of the Outstanding Amount Balance of the Priority Class Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellerDepositor, the Student Loan Marketing AssociationSecurities Administrator, the Administrator Master Servicer or the Servicer under or in connection with the Sale Agreement, Transfer and Servicing Agreement or the Seller under or in connection with the Mortgage Loan 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 Seller, the Student Loan Marketing AssociationDepositor, the Administrator Securities Administrator, the Master Servicer or the Servicer 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 Purchase Agreement, the Administration Agreement Transfer 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 or the Note Insurer to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Note Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Home Equity Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and by Pacific of each of its obligations to the Issuer under or in accordance connection with the terms thereofAmended and Restated Trust 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, the Home Equity Loan Purchase Agreement, the Administration Servicing Agreement and the Servicing Agreement, as the case may be, Amended and Restated Loan Sale Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Note Insurer, so long as no Note Insurer Default exists, as pledgee of the Mortgage Loans, or by the Note Insurer, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Master Servicer or the Servicer Pacific thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Home Equity Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event Agreement and by Pacific of Default has occurred and is continuing, the Indenture Trustee may, and at the written direction each of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of its obligations to the Issuer against the Seller, the Student Loan Marketing Association, the Administrator or the Servicer under or in connection with the Amended and Restated Loan Sale Agreement. So long as no Note Insurer Default exists, the Purchase Note Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) The Indenture Trustee, as pledgee of the Administration Mortgage Loans, subject to the rights of the Note Insurer under this Agreement and the Servicing AgreementAgreement may, respectively, including and at the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator or the Servicer of each of their obligations to the Issuer thereunder, whether directly direction (which direction shall be in writing or by assignment, and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended.telephone (confirmed in writing promptly

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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended.. 35 (2016-B Indenture)

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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Note Insurer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not 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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended.. 36 (2017-B Indenture)

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Enhancer under the Servicing Agreement, may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders of 66-66 2/3% of the Outstanding Amount aggregate Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer shall Issuer, in its capacity as holder of the Home Loans, shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Home Loan 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 Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount aggregate Note Balance (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Home Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Home Loan 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly Issuer or by assignment, to each other under or in connection with the Sale and Servicing Agreement, or by the Seller of its remedies under or in connection with the 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 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their respective obligations under the Sale Agreement, and Servicing Agreement or the 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 (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders Holders of 66-2/3% a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, and Servicing Agreement or the Purchase Agreement, or against the Administrator under 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Administrator, 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, thereunder 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or by the Seller of its remedies under or in connection with the Receivables 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 Purchase Agreement, the Administration and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their respective obligations under the Sale Agreement, the 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 (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders Holders of 66-2/3% of the Outstanding Amount of the (1) Class A Notes, so long as any Class A Notes shallremain Outstanding (acting together as a single class) or (2) Class B Notes, after the Class A Notes have been paid in full or (3) Class C Notes, after the Class B Notes have been paid in full (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement, or against the Administrator under 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Administrator, 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, thereunder 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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuing Entity to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Sponsor and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan 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 Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Servicer Master Servicer, as the case may be, 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 Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer Issuing Entity to take such action shall not 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Enhancer hereunder and under the Servicing Agreement, may, and at the written direction (which direction shall be in writing) of the Enhancer or, if an Enhancer Default exists, the Noteholders of 66-66 2/3% of the Outstanding Amount Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Securities Insurer or the Indenture Trustee to do so with the consent of the Securities Insurer (so long as no Securities Insurer Default has occurred nor is continuing) and in each case subject to the rights of the Securities Insurer hereunder and under the Sale and Servicing Agreement, and at the Administrator's expense, the Issuer shall take all such lawful action as the Indenture Trustee or Securities Insurer, as applicable, may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing AssociationSwap Counterparty, the Administrator and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement (and with respect to the Purchase AgreementAdministrator only, the Administration Agreement and the Servicing Agreement, respectivelywith respect to the Swap Counterparty only, under the Interest Rate Swap, and with respect to the Cap Provider only, under the Cap Agreement) 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 and Servicing Agreement (and the Administration Agreement, the Purchase Agreement, Interest Rate Swap or the Administration Agreement and the Servicing Cap Agreement, as the case may be, applicable) to the extent and in the manner directed by the Indenture TrusteeTrustee or the Securities Insurer, as applicable, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing AssociationSwap Counterparty, the Administrator or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing AssociationSwap Counterparty, the Administrator or the Master Servicer of each of their obligations under the Sale and Servicing Agreement (and the Administration Agreement, the Purchase Interest Rate Swap or the Cap Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas applicable). (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and shall at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Securities Insurer (or if a Securities Insurer Default shall have occurred and is continuing, the holders of 66-2/3% of the Outstanding Amount of the Notes shall, Notes) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing AssociationAdministrator, the Administrator Master Servicer, the Swap Counterparty or the Servicer Cap Provider under or in connection with the Sale and Servicing Agreement (and the Administration Agreement, the Purchase Interest Rate Swap and Cap Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas applicable), including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing AssociationAdministrator, the Administrator or Master Servicer, the Servicer Swap Counterparty and the Cap Provider 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 or waiver under the Sale and Servicing Agreement (and the Administration Agreement, the Purchase Agreement, the Administration Agreement Interest Rate Swap and the Servicing Cap 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 expenseso, the Issuer in its capacity as Holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuing, the Indenture Trustee Mortgage Loans 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 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Enhancer), the Issuer shall Issuer, in its capacity as owner of the Mortgage Loans, shall, with the written consent of the Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Enhancer hereunder and under the Servicing Agreement, may, and at the written direction (which direction shall be in writing) of the Noteholders of 66-66 2/3% of the Outstanding Amount Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

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 Seller, the Student Loan Marketing Association, the Administrator and Seller or the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or the Receivables Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, in accordance with the terms thereofas applicable, 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement; provided, respectivelyhowever, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document. (b) If an Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and at the written direction (which direction shall be in writing) of the Noteholders Holders of 66-2/3% not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Receivables Purchase Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, and Servicing Agreement and the Receivables Purchase Agreement, as the Administration Agreement and the Servicing Agreement, respectivelycase may be, and any right of the Issuer to take such action shall be suspended.. 35 (2017-A Indenture)

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 agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreementand Servicing Agreement or by the Seller or any Seller Affiliate, the as applicable, of each of their obligations under or in connection with each Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyin each case, 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Purchase 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer applicable Seller Affiliates thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreementand Servicing Agreement or by the Seller or any Seller Affiliate, the as applicable, of each of their obligations under or in connection with each 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 and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes of the Controlling Note Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, or against the Seller or Seller Affiliate under the 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer applicable Seller Affiliate 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 or waiver under the Sale Agreement, the and Servicing Agreement or any Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas applicable, 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 AdministratorNote Issuer's expense, the Note 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 SellerIllinois Power, the Student Loan Marketing Association, the Administrator Grantee and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Note Issuer under or in connection with the Grant Agreement or any Subsequent Grant Agreement, the Sale Agreement, the Purchase Agreement, the Administration or any Subsequent Sale 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 Note Issuer under or in connection with the Sale Agreementany such agreements, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the SellerIllinois Power, the Student Loan Marketing Association, the Administrator Grantee or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerIllinois Power, the Student Loan Marketing Association, the Administrator Grantee or the Servicer of each of their respective obligations under the Grant Agreement, any Subsequent Grant Agreement, the Sale Agreement, the Purchase Agreement, the Administration any Subsequent Sale Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-2/3% 2/3 percent of the Outstanding Amount of the Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller, the Student Loan Marketing Association, the Administrator Grantee or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration any Subsequent Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Grantee or the Servicer of each of their obligations to the Note 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 Purchase Agreement, the Administration any Subsequent Sale Agreement and or the Servicing Agreement, respectively, and any right of the Note 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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Note Insurer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Credit Enhancer or the Indenture Trustee to do so and at (with the Administrator's expensewritten consent of the Credit Enhancer), the Issuer shall Issuer, in its capacity as owner of the Home Loans, shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee Trustee, as pledgee of the Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement, may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders of 66-66 2/3% of the Outstanding Amount aggregate Note Balance of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Servicing Agreement or by the Seller of its remedies under or in connection with the Receivables 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 Purchase Agreement, the Administration and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their respective obligations under the Sale Agreement, the 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 (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Noteholders Holders of 66-2/3% of the Outstanding Amount of the Class A Notes shall(acting together as a single class but excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale and Servicing Agreement, against the Seller under or in connection with the Receivables Purchase Agreement, or against the Administrator under 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 Seller, the Student Loan Marketing Association, the Administrator Servicer or the Servicer Administrator, 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, thereunder 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 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 Seller, the Student Loan Marketing Association, the Administrator and Depositor or the Servicer, as applicable, of each of their 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 Receivables Purchase Agreement, or by any obligor under the Administration Agreement and the Servicing Agreement, respectively, Interest Rate Swap of its obligations under or in accordance with the terms thereofInterest 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, 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 the Interest Rate Swap on the part of the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer thereunder or any Interest Rate Swap obligor, as applicable, and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer and any Interest Rate Swap obligor of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing AgreementInterest Rate Swap, respectivelyas applicable. (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 Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer or any Interest Rate Swap obligor under or in connection with the Sale Agreementand Servicing Agreement or Interest Rate Swap, as applicable, or against the Depositor under or in connection with the Receivables 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 Seller, the Student Loan Marketing Association, 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 the Interest Rate Swap, as the 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 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Allocation Agreement or by the Purchase Agreement, the Administration Agreement and Seller of each of its obligations under or in connection with 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 Purchase Agreement, the Administration and Allocation 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale and Allocation Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee maymay with prior written consent of the Insurer (provided that no Insurer Default has occurred and is continuing), and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders of 66-evidencing not less than 66 2/3% of the Outstanding Amount Note Balance (with the prior written consent of the Notes Insurer, or, at the direction of the Insurer, in each case provided that no Insurer Default has occurred and is continuing) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, and Allocation Agreement or against the Purchase Agreement, the Administration Agreement and Servicer under or in connection with the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration and Allocation Agreement and or 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 Note Issuer 5 expense, the Note 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 SellerIllinois Power, the Student Loan Marketing Association, the Administrator Grantee and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Note Issuer under or in connection with the Grant Agreement or any Subsequent Grant Agreement, the Sale Agreement, the Purchase Agreement, the Administration or any Subsequent Sale 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 Note Issuer under or in connection with the Sale Agreementany such agreements, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may berespectively, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the SellerIllinois Power, the Student Loan Marketing Association, the Administrator Grantee or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerIllinois Power, the Student Loan Marketing Association, the Administrator Grantee or the Servicer of each of their respective obligations under the Grant Agreement, any Subsequent Grant Agreement, the Sale Agreement, the Purchase Agreement, the Administration any Subsequent Sale Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-2/3% 2/3 percent of the Outstanding Amount of the Notes of all Series shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Note Issuer against the Seller, the Student Loan Marketing Association, the Administrator Grantee or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration any Subsequent Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Grantee or the Servicer of each of their obligations to the Note 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 Purchase Agreement, the Administration any Subsequent Sale Agreement and or the Servicing Agreement, respectively, and any right of the Note 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 expenseso, the Issuer Issuer, in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Company and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer, so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Company or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Company or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of . So long as no Bond Insurer Default has occurred and is continuingexists, the Bond Insurer shall have the right to approve or reject any proposed successor to the Servicer (other than the Indenture Trustee Trustee) under the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Bond Insurer under this Agreement and the Servicing Agreement may, and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Bond Insurer or, if a Bond Insurer Default exists, the Holders of 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallClass A Bonds (except as otherwise set forth in the Indenture), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Company or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Company or the Servicer Servicer, 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 or waiver under the Sale 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 not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as owner of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and Servicing Agreements and the Sale and 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 AgreementMortgage Loan Purchase and Servicing Agreements, the Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and Servicing Agreements and the Sale and Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee mayTrustee, and as pledgee of the Mortgage Loans, at the written direction (which direction shall be in writing or by telephone confirmed in writing promptly thereafter) of the Noteholders Holders of 66-Notes representing not less than 66 2/3% of the Outstanding Amount aggregate Note Balance of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Purchase and Servicing Agreements or the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, as the case may be, 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 Mortgage Loan Purchase and Servicing Agreements or the Sale 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall execute all documents provided to it by the Indenture Trustee necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.

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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuing Entity to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Sponsor and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan 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 Issuing Entity under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes Bonds shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuing Entity against the Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Sponsor or the Servicer Master Servicer, as the case may be, 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 Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer Issuing Entity to take such action shall not 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee or the Bond Insurer may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default exists, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Contribution Agreement and the Servicing Agreement. So long as no Bond Insurer Default exists, the Purchase Bond Insurer shall have the right to approve or reject any proposed successor to the Master Servicer (other than the Indenture Trustee) under the Servicing Agreement. (b) The Indenture Trustee, as pledgee of the Administration Mortgage Loans, subject to the rights of the Bond Insurer under this 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 (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Bond Insurer or if a Bond Insurer Default exists, of the Holders of 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorTransferor'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 (x) the Seller, the Student Loan Marketing Association, the Administrator Transferor and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Transfer and Servicing Agreement or (y) MCC of its obligations under or in connection with the Contribution and Sale Agreement, the 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 Purchase Agreement, the Administration Transfer and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement Transfer and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of at least 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration Agreement Transfer and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Servicer 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration Agreement Transfer and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. (c) Promptly following a request from the Indenture Trustee to do so and at the Transferor's expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by MCC of each of its obligations to the Transferor under or in connection with the Contribution and Sale Agreement 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 Contribution and Sale 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 Transferor thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by MCC of each of its obligations under the Contribution and Sale Agreement. (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Transferor against MCC under or in connection with the Contribution and Sale Agreement, including the right or power to take any action to compel or secure performance or observance by MCC of each of its obligations to the Transferor thereunder and to give any consent, request, notice, direction,approval, extension or waiver under the Contribution and Sale Agreement, and any right of the Transferor 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the RMBS Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the RMBS Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the RMBS Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred the Mortgage Loans and is continuingthe Servicing Agreement, the Indenture Trustee may, and at the written direction of the Noteholders Holders of 66-2/3% of the Outstanding Amount Note Principal Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the RMBS Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer RMBS Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not 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 in its capacity as holder of the Trust Estate, shall take all such lawful action as the Indenture Trustee may request to cause the 200_-____ Trust LLC to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the [Master] Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan 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 Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Trust Estate, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the [Master] Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the [Master] Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Trust Estate], subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount Security Balances of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the [Master] Servicer under or in connection with the Sale Agreement, the Mortgage Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer [Master] Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan 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 not 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ ▇▇▇, the Administrator and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, under or in connection with the Sale Agreement, the 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 31 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ ▇▇▇, the Administrator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ Mae, the Administrator or the Servicer of each of their obligations under the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ ▇▇▇, the Administrator or the Servicer under or in connection with the Sale Agreement, the 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 SellerDepositor, the Student Loan Marketing Association▇▇▇▇▇▇ Mae, 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 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture TrusteeTrustee as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Note Principal Balances of the Notes shallNotes, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration and Contribution Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended.

Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so and at the AdministratorServicer'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, the Seller, the Student Loan Marketing AssociationServicer, the Administrator Administrator, the Demand Note Provider and the ServicerSwap Counterparty, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Loan Sale Agreement, the Purchase Servicing Agreement, the Administration Agreement Agreement, the Demand Note and the Servicing Agreement, respectively, in accordance with the terms thereof, Swap Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Loan Sale Agreement, the Purchase Servicing Agreement, the Demand Note and 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, the Seller, the Student Loan Marketing AssociationServicer, the Administrator Administrator, the Demand Note Provider or the Servicer Swap Counterparty thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, the Seller, the Student Loan Marketing AssociationServicer, the Administrator or the Servicer Swap Counterparty of each of their obligations under the Loan Sale Agreement, the Purchase Servicing Agreement, the Administration Agreement and the Servicing Agreement, respectivelythe Demand Note or the Swap Agreement. (b) If an Event of Default has occurred and is continuingoccurred, 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% of the Outstanding Amount of the Notes Notes, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Depositor, the Seller, the Student Loan Marketing AssociationServicer, the Administrator Administrator, the Demand Note Provider or the Servicer Swap Counterparty under or in connection with the Loan Sale Agreement, the Purchase Servicing Agreement, the Administration Agreement and the Servicing Agreement, respectivelythe Demand Note or the Swap Agreement, including the right or power to take any action to compel or secure performance or observance by the Depositor, the Seller, the Student Loan Marketing AssociationServicer, the Administrator Administrator, the Demand Note Provider or the Servicer Swap Counterparty 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 or waiver under the Loan Sale Agreement, the Purchase Servicing Agreement, the Administration Agreement and the Servicing Agreement, respectively, the Demand Note or the Swap 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 Sellereach Transferor, the Student Loan Marketing AssociationServicer, the Administrator Empire Subservicer and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer and the Grantor Trustee under or in connection with the Sale Agreement, the 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 Issuer, as Grantor Trust Holder, under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, Grantor Trust 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 Sellerany Transferor, the Student Loan Marketing AssociationMaster Servicer, the Administrator Empire Subservicer or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Sellerany Transferor, the Student Loan Marketing AssociationMaster Servicer, the Administrator Empire Subservicer or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Grantor Trust 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 Holders of 66-2/3% of the Highest Priority Classes Notes Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer Issuer, as Grantor Trust Holder, against the Sellereach Transferor, Empire Subservicer, the Student Loan Marketing Association, the Administrator Servicer or the Master Servicer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Grantor Trust Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Sellereach Transferor, the Student Loan Marketing AssociationServicer, the Administrator Empire Subservicer or the Master Servicer as the case may be, of each of their obligations to the Issuer thereunder, whether directly or by assignment, Grantor Trustee thereunder and to give any consent, request, notice, direction, approval, extension extension, or waiver under the Sale Agreement, the Purchase Agreement, the Administration and Servicing Agreement and the Servicing Grantor Trust 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 Seller, the Student Loan Marketing Association, the Administrator Depositor and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the 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 Receivables 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 Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer of each of their obligations under the Sale Agreement, the Receivables 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 Outstanding shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Depositor or the Servicer under or in connection with the Sale Agreement, the Receivables 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 Student Loan Marketing Association, the Administrator Depositor or the Servicer Servicer, 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 Receivables 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 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, and Allocation Agreement or by the Purchase Agreement, the Administration Agreement and Seller of each of its obligations under or in connection with 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 Purchase Agreement, the Administration and Allocation 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale and Allocation Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee maymay with prior written consent of the Insurer (provided that no Insurer Default has occurred and is continuing), and at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders of 66-evidencing not less than 66 2/3% of the Outstanding Amount Class A Note Balance (with the prior written consent of the Notes Insurer, or, at the direction of the Insurer, in each case provided that no Insurer Default has occurred and is continuing) shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, and Allocation Agreement or against the Purchase Agreement, the Administration Agreement and Servicer under or in connection with the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Servicer, 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 or waiver under the Sale Agreement, the Purchase Agreement, the Administration and Allocation Agreement and or 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 Master Servicers 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 Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Master Sale Agreement, the Purchase Agreement, the Administration and Servicing 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 Master Sale Agreement, the Purchase Agreement, the Administration and Servicing 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Master Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) . If an Event of Default has occurred and is continuingcontinuing with respect to a Series, the Indenture Trustee may, and and, at the written direction of the Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes of such Series shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Master Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer 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 or waiver under the Master Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively, and any right of the Issuer to take such action shall be suspended. The Indenture Trustee Duties of Indenture Trustee . If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such persons own affairs. Except during the continuance of an Event of Default with respect to a Series of which a Responsible Officer of the Indenture Trustee has actual knowledge: the Indenture Trustee undertakes to perform with respect to such Series such duties and only such duties as are specifically set forth in this Indenture and the related Series Supplement and no implied covenants or obligations shall be read into this Indenture or the related Series Supplement against the Indenture Trustee; and in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee as the case may be and conforming to the requirements of this Indenture and the related Series Supplement; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture or the related Series Supplement provided, further, that the Indenture Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished to it, including, without limitation, any statistical, numerical or financial data contained therein. The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: this paragraph does not limit the effect of paragraph (b) of this Section; the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.8. The Indenture Trustee shall not be liable for interest on any money received by it except as such Person may agree in writing with the Issuer. Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the related Series Supplement or the Master Sale and Servicing Agreement. No provision of this Indenture or the related Series Supplement shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it. Every provision of this Indenture and the related Series Supplement relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. The Indenture Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Master Sale and Servicing Agreement. Without limiting the generality of this Section 6.1, the Indenture Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture, any Series Supplement or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (iv) to confirm or verify the contents of any reports or certificates delivered to the Indenture Trustee pursuant to this Indenture, any Series Supplement or the Master Sale and Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance or observance of any of the Issuers, the Sellers or the Master Servicers representations, warranties or covenants or the Master Servicers duties and obligations as Master Servicer and as custodian of the Receivable Files under the Master Sale and Servicing Agreement. In no event shall U.S. Bank National Association, in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Business Trust Statute, common law, or the Trust Agreement.

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 in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements 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 Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds, shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Mortgage Loan Sale and Contribution Agreement, the Purchase Agreement, the Administration Agreement Subsequent Mortgage Loan Sale and Contribution Agreements and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 expenseso, the Issuer in its capacity as holder of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 Subsequent Mortgage Loan Purchase 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 Mortgage Loan Purchase Agreement, the Administration any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, respectively. (b) If an Event The Indenture Trustee, as pledgee of Default has occurred and is continuingthe Mortgage Loans, 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 66-2/3% of the Outstanding Amount Bond Principal Balances of the Notes shallBonds (for which purpose the Class A-IO-1 Bonds and Class A-IO-2 Bonds will together be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Mortgage Loan Purchase Agreement, the Administration any Group 1 Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not 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 agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator and the Servicer, as applicable, Seller of each of their its obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, Pooling Agreement and the Purchase Agreement, by the Administration Agreement and Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement, respectivelyby NFC of its obligations under or in connection with the Lease Purchase Agreement and the Purchase Agreement, by Harco Leasing of its obligation under or in connection with the Lease Purchase Agreement or any other party to a Titling Trust Document of its obligations under or in connection with such Titling Trust Document 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 Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Administration Lease Purchase Agreement and the Servicing Agreement, as the case may be, Titling Trust 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 Seller, the Student Loan Marketing AssociationServicer, the Administrator NFC, Harco Leasing or the Servicer any other party to a Titling Trust Document thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing AssociationServicer, the Administrator NFC, Harco Leasing or the Servicer any other Party to a Titling Trust Document of each of their respective obligations under the Sale Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Administration Lease Purchase Agreement and the Servicing Agreement, respectivelyTitling Trust Documents. (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and and, at the written direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Noteholders Holders of 66-2/3% of the Outstanding Amount of the Notes Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the SellerSeller under or in connection with the Pooling Agreement and the Purchase Agreement, the Student Loan Marketing Association, the Administrator or the Servicer under or in connection with the Sale Servicing Agreement, NFC under or in connection with the Lease Purchase Agreement and the Purchase Agreement, Harco Leasing under or in connection with the Administration Lease Purchase Agreement and the Servicing Agreement, respectivelyor any party to a Titling Trust Document under or in connection with such Titling Trust Document, including the right or power to take any action to compel or secure performance or observance by the Seller, the Student Loan Marketing AssociationServicer, the Administrator NFC, Harco Leasing or the Servicer such party 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 or waiver under the Sale Pooling Agreement, the Servicing Agreement, the Purchase Agreement, the Administration Lease Purchase Agreement and the Servicing Agreement, respectivelyTitling Trust Documents, 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 or, prior to the Class A Termination Date, the Class A Insurer, to do so and at the AdministratorIssuer's expense, the Issuer shall agrees to take all such lawful action as the Indenture Trustee or the Class A Insurer, as the case may be, may request to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Purchase Agreement, the Administration and Servicing 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 Purchase Agreement, the Administration and Servicing Agreement and the Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, or prior to the Class A Termination Date, the Class A Insurer, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer of each of their obligations under the Sale Agreement, the Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (b) If an Indenture Event of Default has occurred and is continuingoccurred, the Indenture Trustee may, and with the prior written consent of the Class A Insurer or at the written direction of the Noteholders of 66-2/3% of the Outstanding Amount of the Notes Class A Insurer, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer under or in connection with the Sale Agreement, the 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer 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 or waiver under the Sale Agreement, the 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 written request from the Credit Enhancer or the Indenture Trustee with the written consent of the Credit Enhancer to do so and at the Administrator's expenseso, the Issuer shall Issuer, in its capacity as holder of the Home Loans, shall, with the written consent of the Credit Enhancer, take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Seller and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Sale Agreement, the Home Loan 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 Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, as the case may be, Agreement to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Home Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer of each of their obligations under the Sale Agreement, the Home Loan Purchase Agreement, the Administration Agreement and the Servicing Agreement, respectively. (ba) If an Event of Default has occurred and is continuing, the Indenture Trustee Trustee, as pledgee of the Home Loans, subject to the rights of the Credit Enhancer under the Servicing Agreement 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 66-2/3% of the Outstanding Amount aggregate Note Balance (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Seller or the Master Servicer under or in connection with the Sale Agreement, the Home Loan 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 Seller, the Student Loan Marketing Association, the Administrator Seller or the Servicer Master Servicer, 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 or waiver under the Sale Agreement, the Home Loan 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 not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall take all actions necessary to effect the transfer of the Home Loans to the Indenture Trustee.

Performance and Enforcement of Certain Obligations. (a) Promptly following a written request from the Indenture Trustee to do so and at the Administrator's expenseso, the Issuer Issuer, in its capacity as owner of the Mortgage Loans, shall take all such lawful action as the Indenture Trustee may request to cause the Issuer to compel or secure the performance and observance by the Seller, the Student Loan Marketing Association, the Administrator Transferor and the Master Servicer, as applicable, of each of their obligations to the Issuer, whether directly or by assignment, Issuer under or in connection with the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Sale and 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 Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans, including the transmission of notices of default on the part of the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings Proceedings to compel or secure performance by the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Master Servicer of each of their obligations under the Mortgage Loan Sale Agreement, the Purchase Agreement, the Administration Agreement and the Sale and Servicing Agreement, respectively. (b) If an Event of Default has shall have occurred and is be continuing, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, 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-Notes representing not less than 66 2/3% of the Outstanding Amount of the Notes aggregate Note Balance, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Student Loan Marketing Association, the Administrator Transferor or the Master Servicer under or in connection with the Mortgage Loan Sale Agreement, Agreement or the Purchase Agreement, the Administration Agreement Sale and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the SellerTransferor the Master Servicer, as the Student Loan Marketing Associationcase may be, the Administrator 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 Mortgage Loan Sale Agreement, Agreement or the Purchase Agreement, the Administration Agreement Sale and the Servicing Agreement, respectivelyas the case may be, and any right of the Issuer to take such action shall not be suspended. In connection therewith, as determined by the Indenture Trustee, the Issuer shall execute all documents provided to it by the Indenture Trustee necessary to effect the transfer of the Mortgage Loans to the Indenture Trustee.