Common use of Non-Ministerial Matters; Exceptions to Administrator Duties Clause in Contracts

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

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

Non-Ministerial Matters; Exceptions to Administrator Duties. (i) Notwithstanding anything to the contrary in this Agreement, with respect to matters related to the Issuer that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Issuer of the proposed action and the Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer; (B) the appointment of successor Note Registrars, successor Paying Agents, successor Indenture Trustees, a successor Administrator Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, with respect to matters related to the Grantor Trust that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Grantor Trust of the proposed action and the Grantor Trust shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation, limitation the initiation of any claim or lawsuit by the Grantor Trust and the compromise of any action, claim or lawsuit brought by or against the Grantor Trust. (iii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders, the Certificateholders or the Grantor Trust Certificateholders Retained Interest Lender under the Transaction Documents, (y) except as provided in the Transaction Documents, sell the Collateral or (z) take any other action that the Issuer or the Grantor Trust directs the Administrator not to take on its behalf.

Non-Ministerial Matters; Exceptions to Administrator Duties. (i) Notwithstanding anything to the contrary in this Agreement, with respect to matters matters[ related to the Issuer Issuer] that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Issuer of the proposed action and the Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer; (B) the appointment of successor Note Registrars, successor Paying Agents, successor Indenture Trustees, a successor Administrator or successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; and (C) the removal of the Indenture Trustee. (ii) [Notwithstanding anything to the contrary in this Agreement, with respect to matters related to the Grantor Trust that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Grantor Trust of the proposed action and the Grantor Trust shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation, the initiation of any claim or lawsuit by the Grantor Trust and the compromise of any action, claim or lawsuit brought by or against the Grantor Trust.] (iii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders, the Certificateholders [,][ or] Certificateholders[ or the Grantor Trust Certificateholders Certificateholders] under the Transaction Documents, (y) except as provided in the Transaction Documents, sell the Collateral [Trust Estate][Collateral] or (z) take any other action that the Issuer Issuer[ or the Grantor Trust Trust] directs the Administrator not to take on its behalf.