Common use of Non-Ministerial Matters Clause in Contracts

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless authorized pursuant to the Basic Documents and, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Issuing Entity of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuing Entity shall not have withheld consent (which consent may not be unreasonably withheld, conditioned or delayed) or shall not have provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer Issuing Entity (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor Administrators Administrator or a Successor ServicersServicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; and (as to which F) the Owner Trustee, but not removal of the Indenture Trustee, will receive notice and opportunity to object)Asset Representations Reviewer. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 5.04(a) of the Indenture or Indenture, (zC) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Asset Representations Reviewer; and (as to which F) the Owner Trustee, but not removal of the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Note Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Indenture Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; and (as to which F) the Owner Trustee, but not removal of the Indenture Trustee, will receive notice Asset Representations Reviewer and opportunity to object)the appointment of a successor Asset Representations Reviewer. (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless authorized pursuant to the Basic Documents and within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have unreasonably withheld consent or shall not have provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer Issuing Entity (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor Administrators Administrator or a Successor ServicersServicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 5.04(a) of the Indenture or Indenture, (zC) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Issuer of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial mattersministerial” matters shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Related Agreements or (zB) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee (at the direction of the Depositor, Certificateholders or the Owner TrusteeHolding Trust Certificateholders, as applicable, with respect to items (A) and (C) below and at the direction of the Majority Certificateholders or the Majority Holding Trust Certificateholders with respect to items (B), (D) and (E) below) and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer or the Holding Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer or the Holding Trust (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Issuer of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial mattersministerial” matters shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents Agents, successor Calculation Agent or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Paying Agent, Calculation Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; and (as to which F) the Owner Trustee, but not removal of the Indenture Trustee, will receive notice and opportunity to object)Asset Representations Reviewer. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Related Agreements or (zB) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters related to the Issuing Entity that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Asset Representations Reviewer; and (as to which F) the Owner Trustee, but not removal of the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 Trustee of the proposed action and the Grantor Trust Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (A) 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; and (B) the amendment, change or modification of any of the Transaction Documents. (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 or the Certificateholders under the Basic Transaction Documents, (y) sell the Trust Estate Collateral pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer Issuing Entity or the Grantor Trust directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Master Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 (x) the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent consented thereto or provided an alternative direction, and (y) all approvals required under the Basic Documents shall have been obtained. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (CB) the amendment, change or modification of any of the Basic Documents; (DC) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 or the Certificateholder under the Basic Documents, (y) sell the Owner Trust Estate pursuant to Section 5.04 the Indenture other than pursuant to a written directive of the Indenture Trustee or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to Section 5.04 5.04(d) of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the terms of the investment of the Noteholders or the Equity Certificateholder.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Administration Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Aa) the amendment of the Indenture or execution of any supplement to the Indenture; (Bb) 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 (other than in connection with the collection of the Receivables);. (Cc) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (Dd) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (Ee) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xi) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yii) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (ziii) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Indenture, or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 (x) the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent consented thereto or provided an alternative direction, and (y) all approvals required under the Basic Documents shall have been obtained. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are nonNon-ministerialMinisterial (as defined below), the Administrator shall not be under any obligation to take any action; and in any event shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Owner Trustee or from the Owner Trustee, as applicable, of Persons entitled to vote with respect thereto under the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionTrust Agreement. For the purpose of the preceding sentence, matters that are “nonNon-ministerial mattersMinisterial” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (DB) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; (C) the removal of the Owner Trustee; and (ED) the removal of the Indenture Trustee (as to which and the appointment of any successor Indenture Trustee; provided, however, that the Administrator may, with the consent of the Owner Trustee, but not the Indenture TrusteeTrustee or the Persons entitled to vote with respect thereto, will receive notice and opportunity under the Trust Agreement, take any action with respect to object)Non-Ministerial matters that the Administrator, in its good faith judgment, deems to be the best interests of the Issuer. The Administrator shall be entitled to be reimbursed by the Issuer for any expenses or liabilities incurred without willful misconduct, bad faith or negligence in connection with Non-Ministerial Matters. (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer or the Owner Trustee (with the consent of Noteholders representing not less than 51% of the Note Balance of the Controlling Class) directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action action, the Administrator Servicer shall have notified the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee (at the direction of the Certificateholders or the Owner TrusteeHolding Trust Certificateholders, as applicable, with respect to items (A) and (C) below and at the direction of the Majority Certificateholders or the Majority Holding Trust Certificateholders with respect to items (B), (D) and (E) below) and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer or the Holding Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer or the Holding Trust (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Owner Trust Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Owner Trust Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Administrative Agent are non-ministerial, the Administrator Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrator Administrative Agent shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer Issuing Entity (other than in connection with the collection of the ReceivablesLeases); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators Administrative Agents or Successor successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator Administrative Agent shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Documents, (yB) sell the Trust Estate pursuant to Section 5.04 5.02 of the Indenture or Indenture, (zC) take any other action that the Issuer Issuing Entity directs the Administrator Administrative Agent not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; ; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non"NON-ministerial matters” MINISTERIAL MATTERS" shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters related to the Issuing Entity that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (DB) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; (C) the removal of the Asset Representations Reviewer; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 Trustee of the proposed action and the Grantor Trust Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include 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 or the Certificateholders under the Basic Transaction Documents, (y) sell the Trust Estate Collateral pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer Issuing Entity or the Grantor Trust directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall will not take any action unless within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Trustee or notifies the Owner Trustee, as applicable, Trustee of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall has not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " will include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Note Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall will not be obligated to, and shall will not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Indenture Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Administration Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Aa) the amendment of the Indenture or execution of any supplement to the Indenture; (Bb) 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 (other than in connection with the collection of the Receivables); (Cc) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (Dd) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (Ee) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xi) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yii) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (ziii) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action action, and in any event shall not take any action, unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Delaware Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionSponsor. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitationmean: (A) the amendment of the Indenture or execution of any supplement to the IndentureTrust Related Agreements; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer (other than in connection with or its agents or nominees for the collection of the Receivables)amounts owed in respect of Financed Eligible Loans; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note RegistrarsAdministrators hereunder, successor Paying Agents or Delaware Trustees under the Trust Agreement and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersIndenture, or the consent to the assignment by the Note Registrar, Paying Agent Administrator or the Indenture Trustee of its obligations, obligations under the Indenture; (D) the removal of the Indenture Trustee or the Delaware Trustee; and (E) the removal amendment, change or modification of this Administration Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (1) reduce in any manner the Indenture Trustee amount of, or delay the timing of, or collections of payments with respect to the Financed Eligible Loans or (as 2) materially reduce the underwriting standards with respect to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object)Financed Eligible Loans. (ii) Notwithstanding anything to the contrary in this Administration Agreement, the Administrator shall not be obligated to, and shall not, not (xA) make any payments to the Noteholders Registered Owners under the Basic DocumentsTrust Related Agreements, (yB) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zC) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Master Servicer, or the consent to the assignment by any of the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless authorized pursuant to the Basic Documents and within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have unreasonably withheld consent or shall not have provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor Administrators Administrator or a Successor ServicersServicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 5.04(a) of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Owner Trust Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Owner Trust Administration Agreement, for the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Owner Trust Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Owner Trust Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: 7 (A) the amendment of the Indenture or execution of any supplement to the Indenture; ; (B) 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 (other than in connection with the collection of the Receivables); ; (C) the amendment, change or modification of any of the Basic Documents; Related Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators Owner Trust Administrators, successor Asset Representations Reviewers or Successor successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate Collateral pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Master Servicer, or the consent to the assignment by any of the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zB) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (C) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action action, and in any event shall not take any action, unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Delaware Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionSponsor. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitationmean: (A) the amendment of the Indenture or execution of any supplement to the IndentureTrust Related Agreements; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer (other than in connection with or its agents or nominees for the collection of the Receivables)amounts owed in respect of Financed Eligible Loans; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note RegistrarsAdministrators, successor Paying Agents or Delaware Trustee and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersIndenture, or the consent to the assignment by the Note Registrar, Paying Agent Administrator or Indenture Trustee of its obligations, obligations under the Indenture; (D) the removal of the Indenture Trustee or the Delaware Trustee; and (E) the removal amendment, change or modification of this Administration Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (1) reduce in any manner the Indenture Trustee amount of, or delay the timing of, or collections of payments with respect to the Financed Eligible Loans or (as 2) materially reduce the underwriting standards with respect to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object)Financed Eligible Loans. (ii) Notwithstanding anything to the contrary in this Administration Agreement, the Administrator shall not be obligated to, and shall not, not (xA) make any payments to the Noteholders Registered Owners under the Basic DocumentsTrust Related Agreements, (yB) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zC) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action action, and in any event shall not take any action, unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Delaware Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionDepositor. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitationmean: (A) the amendment of the Indenture or execution of any supplement to the IndentureTrust Related Agreements; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer (other than in connection with or its agents or nominees for the collection of the Receivables)amounts owed in respect of Financed Eligible Loans; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note RegistrarsAdministrators hereunder, successor Paying Agents or Delaware Trustees under the Trust Agreement and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersIndenture, or the consent to the assignment by the Note Registrar, Paying Agent Administrator or the Indenture Trustee of its obligations, obligations under the Indenture; (D) the removal of the Indenture Trustee or the Delaware Trustee; and (E) the removal amendment, change or modification of this Administration Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (1) reduce in any manner the Indenture Trustee amount of, or delay the timing of, or collections of payments with respect to the Financed Eligible Loans or (as 2) materially reduce the underwriting standards with respect to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object)Financed Eligible Loans. (ii) Notwithstanding anything to the contrary in this Administration Agreement, the Administrator shall not be obligated to, and shall not, not (xA) make any payments to the Noteholders Registered Owners under the Basic DocumentsTrust Related Agreements, (yB) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zC) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Owner Trust Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators Owner Trust Administrators, successor Asset Representations Reviewers or Successor successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the IndentureIndenture (other than pursuant to or in connection with an Officer’s Issuance Certificate); (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) except as provided in Section 2(a)(i)(Q) hereof, sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action action, and in any event shall not take any action, unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Delaware Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionOwner. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the IndentureTrust Related Agreements; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer (other than in connection with or its agents or nominees for the collection of the Receivables)amounts owed in respect of Financed Student Loans; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or Administrators and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersIndenture, or the consent to the assignment by the Note Registrar, Paying Agent Administrator or Indenture Trustee of its obligations, obligations under the Indenture; (D) the removal of the Indenture Trustee; and (E) the removal amendment, change or modification of this Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (A) reduce in any manner the Indenture Trustee amount of, or delay the timing of, or collections of payments with respect to the Financed Student Loans or (as B) materially reduce the underwriting standards with respect to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object)Financed Student Loans. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic DocumentsTrust Related Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction, and all approvals required under the Basic Documents shall have been obtained. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters described under this Section 4.09 that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture AART Owner Trustee or the Owner Trustee, as applicable, in writing of the proposed action and the Indenture AART Owner Trustee or the Owner Trustee, as applicable, 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 amendment amendment, change, or modification of the Indenture or execution of any supplement to the IndentureAART Indenture or the other AART Transaction Documents; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor AART Indenture Trustees pursuant to the Indenture AART Indenture, or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or AART Indenture Trustee of its obligations, obligations under the AART Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the AART Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic AART Transaction Documents, (y) sell the AART Trust Estate pursuant to Section 5.04 5.4 of the AART Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are nonNon-ministerialMinisterial (as defined below), the Administrator shall not be under any obligation to take any action; and in any event shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Owner Trustee or from the Owner Trustee, as applicable, of Persons entitled to vote with respect thereto under the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionTrust Agreement. For the purpose of the preceding sentence, matters that are “nonNon-ministerial mattersMinisterial” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (DB) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; (C) the removal of the Owner Trustee; and (ED) the removal of the Indenture Trustee (as to which and the appointment of any successor Indenture Trustee; provided, however, that the Administrator may, with the consent of the Owner Trustee, but not the Indenture TrusteeTrustee or the Persons entitled to vote with respect thereto, will receive notice and opportunity under the Trust Agreement, take any action with respect to object)Non-Ministerial matters that the Administrator, in its good faith judgment, deems to be the best interests of the Issuer. The Administrator shall be entitled to be reimbursed by the Issuer for any expenses or liabilities incurred without willful misconduct, bad faith or negligence in connection with Non-Ministerial Matters. (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer or the Owner Trustee (with the consent of Noteholders representing a majority of the Note Balance of the Notes Outstanding of the Controlling Class) directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Issuer Administrator are non-ministerial, the Issuer Administrator shall not be under any obligation to take any action, and in any event shall not take any action action, unless within a reasonable time before the taking of such action the Issuer Administrator shall have notified received instructions from the Indenture Delaware Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionOwner. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the IndentureTrust Related Agreements; (B) the initiation of any action, claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer, except for actions, claims or lawsuits initiated in the ordinary course of business by the Issuer (other than in connection with or its agents or nominees for the collection of the Receivables)amounts owed in respect of Financed Eligible Loans; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersIndenture, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; (D) the removal of the Indenture Trustee; and (E) the removal amendment, change or modification of this Agreement or any Trust Related Agreement, except for amendments, changes or modifications that do not either (1) reduce in any manner the Indenture Trustee amount of, or delay the timing of, or collections of payments with respect to the Financed Eligible Loans or (as 2) materially reduce the underwriting standards with respect to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object)Financed Eligible Loans. (ii) Notwithstanding anything to the contrary in this Administration Agreement, the Issuer Administrator shall not be obligated to, and shall not, not (xA) make any payments to the Noteholders Holders under the Basic DocumentsTrust Related Agreements, (yB) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zC) take any other action that the Issuer or the Delaware Trustee directs the Issuer Administrator not to take on its behalf. (iii) The foregoing Non-Ministerial Matters shall only be performed by the Issuer Administrator with prior Rating Agency Confirmation.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Owner Trust Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Owner Trust Administration Agreement, for the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables or Eligible Investment Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Owner Trust Administrators or Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture, any other Basic Document, any other Related Agreement, or any other document or agreement to which the Issuing Entity or the Owner Trustee is a party; (B) the initiation or compromise of any claim or lawsuit by to which the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity is a party; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (ED) the removal of the Indenture Trustee Trustee; (as to which E) the allocation, deposit, withdrawal or payment of funds under any Basic Document or Related Agreement, including the timing or amount of any of the foregoing; (F) the prepayment in full of any Note; (G) the waiver of any default under any document, agreement, or instrument; (H) the release of any part of the Collateral; (I) the entering into of any agreement by the Issuing Entity or the Owner Trustee; (J) any matter described in Article IV of the Trust Agreement; (K) any matter that is reserved to the discretion of the Issuing Entity or the Owner Trustee under any Basic Document or Related Agreement or that could have a material impact on the financial condition of the Issuing Entity or the Certificateholder; (L) the incurring of any obligation or liability by the Issuing Entity or the Owner Trustee; (M) the disposition of any assets of the Issuing Entity, but not except as expressly authorized by the Indenture Trustee, will receive notice and opportunity Trust Agreement or the Indenture; (N) any filings required by the Delaware Statutory Trust Act; (O) the provision of copies of any amendment or supplement to object)the Interest Rate Swap Agreement to the Rating Agencies; and (P) the notification to the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) pay any obligation of the Issuing Entity or the Owner Trustee, (B) execute or authenticate any note or certificate, (C) make any payments to the Noteholders Noteholders, the Certificateholder, the Swap Counterparty or any other Person under the any Related Agreement or any Basic DocumentsDocument, (yD) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zE) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalfbehalf or take, or cause or instruct the Issuing Entity or the Owner Trustee to take, any action that the Issuing Entity or the Owner Trustee is prohibited from taking under any Basic Document.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Indenture, or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action action, the Administrator Master Servicer shall have notified the Indenture Trustee or the Owner Trustee, as applicable, the Note Insurer and the Indenture Trustee of the proposed action and the Indenture Trustee or the Owner Trustee, as applicablethe Note Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee 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 amendment of the Indenture or execution of any supplement to the Indenture; provided that the Issuer cannot agree to any amendment or supplement to the Indenture without the approval of the Master Servicer, which consent shall not be unreasonably withheld; (B) 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 (other than in connection with the collection of the ReceivablesMortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Certificate Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, Master Servicers or the consent to the assignment by the Note Certificate Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (CB) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (DC) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 or Certificateholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to Section 5.04 5.04(d) of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the terms of the investment of the Noteholders or the Equity Certificateholder.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalf, or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture[; and] (E) the removal of the Indenture Trustee Trustee[.][;] (as F) [the provision of copies of any amendment or supplement to which the Owner Trustee, but not Interest Rate [Swap][Cap] Agreement(s) to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and] (G) [the notification to object)the [Swap Counterparty][Cap Provider] of any proposed amendment or supplement to any of the Basic Documents.] (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders [or the [Swap Counterparty][Cap Provider]] under the Basic Documents, (y) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Issuer of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial mattersministerial” matters shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; (as F) the provision of copies of any amendment or supplement to which the Owner Trustee, but not Swap Agreement to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and (G) the notification to object)the Swap Counterparty of any proposed amendment or supplement to any of the Related Agreements. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders or the Swap Counterparty under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Related Agreements or (zB) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the IndentureIndenture (other than pursuant to or in connection with an Officer's Issuance Certificate); (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) except as provided in Section 2(a)(i)(Q) hereof, sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Note Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Indenture Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless authorized pursuant to the Basic Documents and within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have unreasonably withheld consent or shall not have provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor Administrators Administrator or a Successor ServicersServicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 5.04(a) of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables or Eligible Investment Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer Issuing Entity (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; (as F) the provision of copies of any amendment or supplement to which the Owner Trustee, but not Interest Rate Swap Agreement to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and (G) the notification to object)the Swap Counterparty of any proposed amendment or supplement to any of the Transaction Documents. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders or the Swap Counterparty under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Issuer of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial mattersministerial” matters shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; (as F) the removal of the Asset Representations Reviewer[.][;] (G) [the provision of copies of any amendment or supplement to which the Owner Trustee, but not Swap Agreement to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and] (H) [the notification of the Swap Counterparty of any proposed amendment or supplement to object)any of the Related Agreements]. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders [or the Swap Counterparty] under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Related Agreements or (zB) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Owner Trustee and the ​ Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; and (as to which F) the Owner Trustee, but not removal of the Indenture Trustee, will receive notice Asset Representations Reviewer and opportunity to object)the appointment of a successor Asset Representations Reviewer. (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Administration Agreement, for the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables);. (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by for the Issuer benefit of the Owner Trust Estate and the compromise of any action, claim or lawsuit brought by for the benefit of or against the Issuer (other than in connection with the collection of the Receivables)Owner Trust Estate; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer Owner Trustee directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (CB) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (DC) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 Noteholders, the Certificateholders or the Class R Certificateholder under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Owner Trustee and the Indenture Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Issuer of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” ministerial" matters shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Related Agreements or (zB) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables)Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters described under this Section 4.08 that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture AART Owner Trustee or the Owner Trustee, as applicable, in writing of the proposed action and the Indenture AART Owner Trustee or the Owner Trustee, as applicable, 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 amendment amendment, change, or modification of the Indenture or execution of any supplement to the IndentureAART Indenture or the other AART Transaction Documents; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor AART Indenture Trustees pursuant to the Indenture AART Indenture, or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or AART Indenture Trustee of its obligations, obligations under the AART Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the AART Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic AART Transaction Documents, (y) sell the AART Trust Estate pursuant to Section 5.04 5.4 of the AART Indenture or (z) take any other action that the Issuer Issuing Entity directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 (x) the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent consented thereto or provided an alternative direction, and (y) all approvals required under the Basic Documents shall have been obtained. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; (as F) the provision of copies of any amendment or supplement to which the Owner Trustee, but not Interest Rate Swap Agreement to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and (G) the notification to object)the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders or the Swap Counterparty under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; (as F) the provision of copies of any amendment or supplement to which the Owner Trustee, but not Interest Rate Swap Agreement to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and (G) the notification to object)the Swap Counterparty of any proposed amendment or supplement to any of the Transaction Documents]. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders [or the Swap Counterparty] under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (CB) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (DC) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 Noteholders, the Certificateholders or the Class R Certificateholder under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters described under this Section 4.08 that in the reasonable judgment of the Trust Administrator are non-ministerial, the Trust Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Trust Administrator shall have notified the Indenture CARAT Owner Trustee or the Owner Trustee, as applicable, in writing of the proposed action and the Indenture CARAT Owner Trustee or the Owner Trustee, as applicable, 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 amendment amendment, change, or modification of the Indenture or execution of any supplement to the IndentureCARAT Indenture or the other CARAT Basic Documents; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor CARAT Indenture Trustees pursuant to the Indenture CARAT Indenture, or the appointment of successor Administrators or Successor ServicersTrust Administrators, or the consent to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee of its obligations, obligations under the CARAT Indenture; and (ED) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the CARAT Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the CARAT 20__-SN_ Noteholders under the CARAT Basic Documents, (y) sell the CARAT Trust Estate pursuant to Section 5.04 5.4 of the CARAT Indenture or (z) take any other action that the Issuer Issuing Entity directs the Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A1) the amendment of the Indenture or execution of any supplement to the Indenture; (B2) 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 (other than in connection with the collection of the Receivables)Issuer; (C3) the amendment, change or modification of any of the Basic Documents; (D4) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E5) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 5.4 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With Notwithstanding any other provision of this Agreement, with respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or on behalf of the Owner Trustee, as applicable, Trust of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Trust shall not have withheld provided consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (Aa) the amendment of the Indenture or execution of any supplement to the Indenture; (Bb) 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 (other than in connection with the collection of the Receivables)Issuer; (Cc) the amendment, change or modification of any of the Basic Transaction Documents; (Dd) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee trustee of its obligations, obligations under the Indenture; and; (Ee) the removal of the Indenture Trustee Trustee; (as to which f) the allocation, deposit, withdrawal or payment of funds under any Transaction Document, including the timing or amount of any of the foregoing; (g) the waiver of any default under any document, agreement, or instrument; (h) the release of any part of the Collateral except in accordance with the Transaction Documents and Section 4.1(b) hereof; (i) the entering into of any agreement by the Trust or the Owner Trustee, but not ; (j) any matter described in Article V of the Indenture Trustee, will receive notice and opportunity Trust Agreement; (k) any matter that is reserved to object)the discretion of the Issuer under any Transaction Document or that could have a material impact on the financial condition of the Trust or any Noteholder; and (l) any filings required by the Delaware Statutory Trust Act. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xs) make any payments to the Noteholders or the Transferor under the Basic Transaction Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (zt) take any other action that the Issuer directs the Administrator not to take on its behalf, (u) take any action that would result in a violation or breach of the covenants, agreements or obligations of the Trust or the Owner Trustee under any of the Transaction Documents, (v) pay or incur any obligation or liability of the Trust or the Owner Trustee, (w) execute any document, agreement or instrument in the name of the Trust or the Owner Trustee, (x) initiate or compromise any claim or lawsuit in the name of the Trust or the Owner Trustee, (y) have possession of any assets of the Trust or the Owner Trustee, or (z) dispose of any assets of the Trust or the Owner Trustee, whether by sale, pledge or otherwise.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are nonNon-ministerialMinisterial (as defined below), the Administrator shall not be under any obligation to take any action, and in any event shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Owner Trustee or from the Persons entitled to vote with respect thereto under the Trust Agreement and in any event with the prior written consent of the Indenture Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, matters that are “nonNon-ministerial mattersMinisterial” shall include, without limitation:: Administration Agreement (A) the amendment of the Indenture or execution of any supplement to the IndentureSale and Servicing Agreement or the Indenture or any other Basic Document; (B) the initiation of any claim or lawsuit by the Issuer Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables)Issuing Entity; (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (D) the removal of the Owner Trustee; (E) the removal of the Indenture Trustee and the appointment of any successor Indenture Trustee; and (as F) any action that the Issuing Entity is entitled but not obligated to which take under the Indenture or any other Basic Document; provided, however, that the Administrator may, with the consent of the Owner Trustee, but not the Indenture TrusteeTrustee and the Persons entitled to vote with respect thereto, will receive notice and opportunity under the Trust Agreement, take any action with respect to object)Non-Ministerial matters that the Administrator, in its good faith judgment, deems to be the best interests of the Issuing Entity. The Administrator shall be entitled to be reimbursed by the Issuing Entity for any expenses or liabilities incurred without willful misconduct, bad faith or negligence in connection with Non-Ministerial Matters. (ii) 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 under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer Issuing Entity or the Owner Trustee (with the consent of Noteholders representing a majority of the outstanding Note Balance of the Controlling Class) directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-"non- ministerial matters” " shall include, without limitation: (A1) the amendment of the Indenture or execution of any supplement to the Indenture; (B2) 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 (other than in connection with the collection or enforcement of the ReceivablesCollateral); (C3) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D4) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E5) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders or the Owner under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate pursuant to Section 5.04 5.05 of the Indenture other than pursuant to a written directive of the Indenture Trustee or (zC) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless unless, within a reasonable time before the taking of such action action, the Administrator shall have notified the Indenture Owner Trustee or [and/or the Owner Underlying Trustee, as applicable, ,] of the proposed action and the Indenture Owner Trustee or [and/or the Owner Underlying Trustee, as applicable, ,] 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and; (E) the removal of the Indenture Trustee Trustee; (as F) the provision of copies of any amendment or supplement to which the Owner Trustee, but not Interest Rate [Swap][Cap] Agreement to the Indenture Trustee, will receive notice and opportunity Rating Agencies; and (G) the notification to object)the [Swap][Cap] Counterparty of any proposed amendment or supplement to any of the Transaction Documents]. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders [or the [Swap][Cap] Counterparty] under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; ; 4 (NAROT 2020-B Administration Agreement) (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic Documents; (D) the appointment of successor Note Registrars, Registrars or successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Administrator Administrator, are non-ministerial, the Administrator shall not take any action ministerial unless within a reasonable time before the taking of such action the Administrator shall have notified the Indenture Trustee or Issuer and the Owner Trustee, as applicable, Insurer (if no Insurer Default shall have occurred and be continuing) of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” ministerial" matters shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the ReceivablesReceivables or Permitted Investments); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers, Servicers or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture Related Agreements or (zB) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the terms of the investment of the Noteholders or the Equity Certificateholder.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action action, and in any event shall not take any action, unless within a reasonable time before the taking of such action the Administrator shall have notified received instructions from the Indenture Trustee, in accordance with the Indenture, or from the Owner Trustee or the Owner TrusteeOwners, as applicable, of in accordance with the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionTrust Agreement. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the The amendment of the Indenture or execution of any supplement to the IndentureTrust Related Agreements; (B) the 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, except for claims or lawsuits initiated in the ordinary course of business by the Issuer (other than in connection with or its agents or nominees for the collection of the Receivables)Student Loans owned by the Issuer; (C) the amendment, change or modification of any of the Basic Documents; (D) the The appointment of successor Note Registrars, administrators and successor Paying Agents or successor Indenture Trustees indenture trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersIndenture, or the consent to the assignment by the Note Registrar, Paying Agent Administrator or Indenture Trustee of its obligations, obligations under the Indenture; and (ED) the The removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, not (xA) make any payments to the Noteholders under the Basic DocumentsTrust Related Agreements, (yB) sell the Trust Estate Collateral pursuant to Section 5.04 of the Indenture or (zC) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Noteholders or the Equity Certificateholder.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Trustee or the Owner Trustee, as applicable, Transferor of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, Transferor shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of the Indenture or execution of any supplement to the Indenture; (B2) 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 (other than in connection with the collection or enforcement of the ReceivablesCollateral); (C3) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D4) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E5) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments from its own funds to the Noteholders or the Owner under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate Collateral pursuant to Section 5.04 5.05 of the Indenture other than pursuant to a written directive of the Indenture Trustee or (zC) take any other action that the Issuer directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Owner Trust Administrator are non-ministerial, the Owner Trust Administrator shall not take any action unless within a reasonable time before the taking of such action action, the Owner Trust Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For Unless explicitly provided under this Agreement, for the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Owner Trust Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) . Notwithstanding anything to the contrary in this Agreement, the Owner Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Owner Trust Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non"NON-ministerial matters” MINISTERIAL MATTERS" shall include, without limitation: (A) the amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.clause

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Owner Trustee or the Owner Trustee, as applicable, of the proposed action and the Indenture Owner Trustee or the Owner Trustee, as applicable, 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic other Transaction Documents; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic Transaction Documents, (yB) sell the Trust Estate Collateral otherwise than pursuant to Section 1(a)(i)(O) above and clause (iv) of Section 5.04 of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.

Non-Ministerial Matters. (i) With respect to matters 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 Indenture Trustee or the Owner Trustee, as applicable, except upon direction of the proposed action and the Indenture Trustee or the Owner Trustee, as applicable, shall not have withheld consent or provided an alternative directionTransferor. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation: (A1) the amendment of the Indenture or execution of any supplement to the Indenture; (B2) 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 (other than in connection with the collection of the Receivables)Issuer; (C3) the amendment, change or modification of any of the Basic Transaction Documents; (D4) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor ServicersAdministrators, or the consent to the assignment by the Note Registrar, the Paying Agent or the Indenture Trustee of its obligations, obligations under the Indenture; and; (E5) the removal of the Indenture Trustee Trustee; (as 6) the timing or amount of any allocation, deposit, withdrawal or payment of funds under any Transaction Document; (7) the redemption or payment of any Note, or the initiation, suspension or termination of any revolving, redemption or other period under any Transaction Document; (8) the waiver of any default under any Transaction Document; (9) the release of any part of the Collateral; and (10) any matter that is reserved to which the Owner Trustee, but not discretion of the Indenture Trustee, will receive notice and opportunity to object)Issuer under any Transaction Document or that could have a material impact on the financial condition of the Issuer or the Transferor. (ii) 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 or any other Person under the Basic Documents, Transaction Documents or (y) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer or the Owner Trustee directs the Administrator not to take on its behalf.

Non-Ministerial Matters. (i) With respect to matters 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 action, the Administrator shall have notified the Indenture Trustee or Trust Agent and the Owner Trustee, as applicable, Insurer of the proposed action and the Indenture Trustee or Trust Agent and the Owner Trustee, as applicable, Insurer 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 amendment of the Indenture or execution of any supplement to the Indenture; (B) 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 (other than in connection with the collection of the ReceivablesContracts); (C) the amendment, change or modification of any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Note Registrars, successor Paying Agents or and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor Administrators Administrator or Successor Servicersa successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, obligations under the Indenture; and (E) the removal of the Indenture Trustee (as to which the Owner Trustee, but not the Indenture Trustee, will receive notice and opportunity to object). (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (xA) make any payments to the Noteholders under the Basic DocumentsRelated Agreements, (yB) sell the Trust Estate Collateral pursuant to clause (iv) of Section 5.04 5.04(a) of the Indenture or Indenture, (zC) take any other action that the Issuer directs the Administrator not to take on its behalfbehalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders.