Common use of Prior Notice to Certificateholders with Respect to Certain Matters Clause in Contracts

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Eligible Lender Trustee shall not take action unless at least 30 days before the taking of such action the Eligible Lender Trustee shall have notified the Certificateholders in writing of the proposed action and the Majority Certificateholder shall not have notified the Eligible Lender Trustee in writing prior to the 30th day after such notice is given that the Majority Certificateholder has withheld consent: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Financed Student Loans); (b) the amendment of the Indenture or the Terms Supplement by a supplemental indenture; (c) the amendment, change or modification of the Administration Agreement; or (d) the appointment pursuant to the Indenture or the Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Eligible Lender Trustee shall not take action unless at least 30 days before the taking of such action the Eligible Lender Trustee shall have notified the Certificateholders in writing of the proposed action and the Majority Certificateholder shall not have notified the Eligible Lender Trustee in writing prior to the 30th day after such notice is given that the Majority Certificateholder has withheld consent: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Financed Student Loans); (b) the amendment of the Indenture or the a Terms Supplement by a supplemental indenture; (c) the amendment, change or modification of the Administration Agreement; or (d) the appointment pursuant to the Indenture or the a Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Prior Notice to Certificateholders with Respect to Certain Matters. (a) With respect to the following matters, the Eligible Lender Owner Trustee shall not take action action, and the Certificateholders shall not direct the Owner Trustee to take any action, unless at least 30 days before the taking of such action action, the Eligible Lender Owner Trustee shall have notified the Certificateholders and the Initial Class A Certificateholder in writing of the proposed action and the Majority Certificateholder Certificateholders shall not have notified the Eligible Lender Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or the Majority Certificateholder has withheld consentCertificateholders have provided alternative direction: (ai) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Financed Student the Loans); (bii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (iii) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of the Indenture or the Terms Supplement by a supplemental indentureany Certificateholder is required; (civ) the amendment, amendment or other change to this Agreement or modification any Basic Document in circumstances where the consent of any Certificateholder is not required and such amendment materially adversely affects the interest of the Administration Agreement; orCertificateholders; (dv) the appointment pursuant to the Indenture or the Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Payment Agent, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.;

Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Eligible Lender Trustee shall not take action unless at least 30 days before the taking of such action the Eligible Lender Trustee shall have notified the Certificateholders in writing of the proposed action and the Majority Certificateholder shall not have notified the Eligible Lender Trustee in writing prior to the 30th day after such notice is given that the Majority Certificateholder has withheld consent: (a) the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Financed Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Financed Student Loans); (b) the amendment of the Indenture or the Terms Supplement by a supplemental indenture; (c) the amendment, change or modification consent to any amendment of the Administration Sales Agreement or Transfer and Servicing Agreement; or (d) the appointment pursuant to the Indenture or the Terms Supplement of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Certificate Paying Agent, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.