(vi) is a Facility Eligible Receivable (or a portion thereof) to the extent that the Administrative Agent has determined in its sole discretion that a change has occurred in the Fannie Mae Guide since the date hereof that materially and adversely affects the collectability thereof.
Section 5. Administrative Agent.
(a) Pursuant to Section 6.1(c)(xvii) of the Base Indenture and as contemplated in the definition of “Administrative Agent” set forth in Section 1.1 of the Base Indenture, and notwithstanding any other provision to the contrary, Barclays is hereby designated and irrevocably appointed to act as Administrative Agent hereunder and as successor Administrative Agent under all other Transaction Documents to which the Administrative Agent is party. Barclays as Administrative Agent is hereby authorized to take such actions and to exercise such powers as are delegated to the Administrative Agent hereunder and under any of the other Transaction Documents, together with such actions and powers as are reasonably incidental thereto.
(b) Assignment and Assumption of Role. Barclays, by signature to this Indenture Supplement, (x) hereby accepts its appointment as Administrative Agent hereunder and under all other Transaction Documents to which the Administrative Agent is party (including, without limitation, those listed in Exhibit B hereof), and (y) in its capacity as Administrative Agent, hereby agrees to assume and perform all of the rights and obligations of the Administrative Agent thereunder. Without limiting the generality of the foregoing, Barclays in its capacity as Administrative Agent expressly:
(i) assumes and repeats, mutatis mutandis:
(1) the indemnification provisions set forth in Section 10 of the Fannie Mae Acknowledgment Agreement; and
(2) the representations and warranties set forth in Section 14 of the Fannie Mae Acknowledgment; and
(ii) assumes all duties of the Administrative Agent set forth in any Freddie Mac Consent;
(iii) acknowledges and confirms that Fannie Mae is entitled to make due diligence inquiries with respect to the Administrative Agent, as set forth in Section 18(c) of the Fannie Mae Acknowledgment; and
(iv) accepts the designation as designee under Section 4.2(c) of the Fannie Mae Acknowledgment Agreement.
(c) The parties hereto shall execute, or shall cause to be executed, such instruments as may be necessary or desirable to more fully and certainly vest and confirm upon Barclays as Administrative Agent the rights, powers, privileges and duties described in this Section 5.
(d) Notwithstanding anything to the contrary contained herein, in the Base Indenture or in any other Transaction Document, any provision herein or therein providing for the exercise of discretion by the Administrative Agent, including, but not limited to, approvals, satisfaction, acknowledgments, consents, votes or other rights exercisable by the Administrative Agent shall, subject to Sections 5(b) and 5(c) above, also require the approval, satisfaction, acknowledgment, consent, vote or other exercise of rights of the Initial VFN Noteholder, and the Administrative Agent shall not act unless the Initial VFN Noteholder has affirmatively approved, satisfied, acknowledged, consented, voted or exercised such rights, as applicable.