Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans); (c) the amendment, change or modification of the Basic Documents; (d) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and (e) the removal of the Indenture Trustee.
Appears in 26 contracts
Samples: Administration Agreement (SLM Funding LLC), Administration Agreement (SLM Student Loan Trust 2005-8), Administration Agreement (SLM Funding LLC)
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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(aA) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(eE) the removal of the Indenture Trustee.
(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 Related Agreements or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 24 contracts
Samples: Administration Agreement (Mmca Auto Owner Trust 2000-2), Administration Agreement (Mmca Auto Receivables Inc), Administration Agreement (Mmca Auto Owner Trust 2001 2)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 23 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-3), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-3), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2012-2)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 20 contracts
Samples: Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (Americredit Corp)
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 Eligible Lender Trustee Managing Member or the Issuer, as applicable, of the proposed action and the Eligible Lender Trustee Managing Member or the Issuer, as applicable, shall not have withheld consent consented or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of the Basic Related Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
(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 Related Documents or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 16 contracts
Samples: Administration Agreement (GE TF Trust), Administration Agreement (GE TF Trust), Administration Agreement (GE Equipment Midticket LLC, Series 2012-1)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 13 contracts
Samples: Sale and Servicing Agreement (TMS Auto Holdings Inc), Sale and Servicing Agreement (Oxford Resources Corp), Sale and Servicing Agreement (TMS Auto Holdings Inc)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents Agents, successor Indenture Trustees and successor Indenture Trustees Administrators 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 Agents or Indenture Trustee of its obligations under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 10 contracts
Samples: Administration Agreement (SLC Student Loan Trust 2010-1), Administration Agreement (SLC Student Loan Receivables I Inc), Administration Agreement (SLC Student Loan Trust 2009-3)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 9 contracts
Samples: Administration Agreement (SLM Funding LLC), Administration Agreement (SLM Funding LLC), Administration Agreement Supplement (SLM Funding LLC)
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 Eligible Lender Trustee Managing Member or the Issuer, as applicable, of the proposed action and the Eligible Lender Trustee Managing Member or the Issuer, as applicable, shall not have withheld consent consented or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
(aA) the amendment of or 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 Trust Student Loans);
(cC) the amendment, change or modification of the Basic Related Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
(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 Related Documents or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 9 contracts
Samples: Administration Agreement (GE Equipment Transportation LLC, Series 2012-1), Administration Agreement (GE Equipment Transportation LLC, Series 2012-1), Administration Agreement (GE Equipment Transportation LLC, Series 2011-1)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 9 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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 or any supplement to the Indenture;
(bA) 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 Trust Student LoansReceivables);
(cB) the amendment, change or modification of the Basic Documents;
(dC) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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 under the Indenture; and
(eD) the removal of the Indenture Trustee.
Appears in 8 contracts
Samples: Deposit and Administration Agreement (Chase Credit Card Master Trust), Deposit and Administration Agreement (Chase Credit Card Master Trust), Deposit and Administration Agreement (Chase Manhattan Bank Chase Credit Card Owner Trust 2001 2)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents Agents, successor Indenture Trustees and successor Indenture Trustees Administrators 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.
Appears in 8 contracts
Samples: Administration Agreement (SLC Student Loan Receivables I Inc), Administration Agreement (SLC Student Loan Receivables I Inc), Administration Agreement (SLC Student Loan Trust 2005-3)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Student LoansReceivables);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 7 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Student LoansReceivables);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 7 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Non-Ministerial Matters. 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 VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/), Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/), Sale and Servicing Agreement (Greenpoint Mortgage Securities Inc/)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Student LoansReceivables);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Administrator are non-ministerialnonministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 6 contracts
Samples: Administration Agreement (SLM Education Credit Funding LLC), Administration Agreement (SLM Education Credit Funding LLC), Administration Agreement (SLM Education Credit Funding LLC)
Non-Ministerial Matters. 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 Eligible Lender Trustee and any Swap Counterparties of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(ev) the removal of the Indenture Trustee.
Appears in 6 contracts
Samples: Administration Agreement (SMS Student Loan Trust 2000-A), Administration Agreement (Wells Fargo Student Loans Receivables I LLC), Administration Agreement (Goldman Sachs Asset Backed Securities Corp)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 Agents or Indenture Trustee of its obligations under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 5 contracts
Samples: Administration Agreement (SLM Private Credit Student Loan Trust 2006-C), Administration Agreement (SLM Private Credit Student Loan Trust 2005-A), Administration Agreement (SLM Private Credit Student Loan Trust 2006-A)
Non-Ministerial Matters. 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 VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 5 contracts
Samples: Sale and Servicing Agreement (Greenpoint Mortgage Securities LLC), Sale and Servicing Agreement (GreenPoint Home Equity Loan Trust 2004-3), Sale and Servicing Agreement (Greenpoint Mortgage Securities LLC)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(a1) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e5) the removal of the Indenture Trustee.
Appears in 5 contracts
Samples: Administration Agreement (M&i Dealer Auto Securitization LLC), Administration Agreement (Capital One Auto Receivables LLC), Administration Agreement (Bas Securitization LLC)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee, the Indenture Trustee and the Administrator of the proposed action and the Eligible Lender Owner Trustee, the Indenture Trustee or the Administrator shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(a) the amendment of or any supplement to the Indenture;
(bA) 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 Trust Student LoansReceivables);
(c) the amendment, change or modification of the Basic Documents;
(dB) the appointment of successor Note Registrars, successor Note Paying Agents and Agents, successor Indenture Trustees or successor Administrators 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 Agent, the Administrator or Indenture Trustee of its obligations under the Indenture; and
(eC) the removal of the Indenture TrusteeTrustee or the Administrator.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2006-3), Sale and Servicing Agreement (HSBC Auto Receivables Corp), Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2007-1)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Indenture Trustee of the proposed action and the Eligible Lender Owner Trustee and 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:
(a) the amendment of or any supplement to the Indenture;
(bi) 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 Trust Student Home Equity Loans);
(c) the amendment, change or modification of the Basic Documents;
(dii) the appointment of successor Note Registrars, successor Note Paying Agents Agents, successor Administrators 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 Agent, Administrator or Indenture Trustee of its obligations under the Indenture; and
(eiii) the removal of the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (HSBC Home Equity Loan Corp I), Sale and Servicing Agreement (HSBC Home Equity Loan Corp I), Sale and Servicing Agreement (HSBC Home Equity Loan Trust (USA) 2006-1)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee, the Indenture Trustee and the Administrator of the proposed action and the Eligible Lender Owner Trustee, the Indenture Trustee or the Administrator shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(a) the amendment of or any supplement to the Indenture;
(bA) 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 Trust Student LoansReceivables);
(c) the amendment, change or modification of the Basic Documents;
(dB) the appointment of successor Note Registrars, successor Note Paying Agents and Agents, successor Indenture Trustees or successor Administrators 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 Agent, the Administrator or Indenture Trustee of its obligations under the Indenture; and
(eC) the removal of the Indenture TrusteeTrustee or the Administrator.
Appears in 4 contracts
Samples: Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-1), Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-2), Master Sale and Servicing Agreement (Household Automotive Trust 2004-1)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Indenture Trustee of the proposed action and the Eligible Lender Owner Trustee and 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:
(a) the amendment of or any supplement to the Indenture;
(bi) 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 Trust Student Home Equity Loans);
(c) the amendment, change or modification of the Basic Documents;
(dii) the appointment of successor Note Registrars, successor Note Paying Agents Agents, successor Administrators 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 Agent, Administrator or Indenture Trustee of its obligations under the Indenture; and
(eiii) the removal of the Indenture Trustee.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (HFC Revolving Corp Household Home Equity Loan Trust 2004-1), Sale and Servicing Agreement (HSBC Home Equity Loan Trust 2005-1), Sale and Servicing Agreement (HSBC Home Equity Loan Trust 2005-2)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, replacement Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-a-M), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-C-F), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-D-M)
Non-Ministerial Matters. 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 Eligible Lender Trustee Issuer, in writing, of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(a) the amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) [Reserved];
(e) [Reserved];
(f) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eg) the removal of the Indenture Trustee.
Appears in 4 contracts
Samples: Administration Agreement (Navient Student Loan Trust 2015-3), Administration Agreement (Navient Student Loan Trust 2015-2), Administration Agreement (Navient Student Loan Trust 2015-1)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or any supplement to the IndentureIndenture or any Terms Supplement;
(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 Trust Financed Student Loans);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements or the Trust Agreement;
(dD) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or to the appointment of Successor successor Administrators or Successor successor Master Servicers, or the consent to the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(eE) the removal of the Indenture Trustee; and
(F) the buying or selling of assets in the Trust Estate, including student loans.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Transworld Insurance Co), Administration Agreement (PNC Bank National Association/), Administration Agreement (Crestar Bank /Va)
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, 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 Eligible Lender Owner Trustee of or the proposed action and Owners in accordance with the Eligible Lender Trustee 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:
(aA) the amendment of or any supplement to the IndentureTrust Related Agreements;
(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 Trust Student Loans)Issuer;
(c) the amendment, change or modification of the Basic Documents;
(dC) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eD) the removal of the Indenture Trustee.
(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 Bondholders under the Trust Related Agreements, (y) sell the Trust Estate pursuant to the Indenture or (z) take any action that the Issuer directs the Administrator not to take on its behalf.
Appears in 4 contracts
Samples: Administration Agreement (National Collegiate Trust 1996-S2), Administration Agreement (National Collegiate Trust 1996-S2), Administration Agreement (National Collegiate Trust 1996-S2)
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, 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 Eligible Lender Indenture Trustee, in accordance with the Indenture, from the Owner Trustee of or the proposed action and Owners, in accordance with the Eligible Lender Trustee 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:
(aA) the The amendment of or any supplement to the IndentureTrust Related Agreements;
(bB) 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 their respective agents or nominees for the collection of the Trust Student Loans)Loans owned by the Issuer;
(cC) the amendment, change or modification of the Basic Documents;
(d) the The appointment of successor Note Registrars, successor Paying Agents administrators and 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 under the Indenture; and;
(eD) the [Intentionally omitted.]
(E) The removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not (A) make any payments to the Noteholders under the Trust Related Agreements, (B) sell the Collateral pursuant to the Indenture or (C) take any action that the Issuer directs the Administrator not to take on its behalf.
Appears in 4 contracts
Samples: Administration Agreement (National Collegiate Student Loan Trust 2006-2), Administration Agreement (National Collegiate Funding LLC), Administration Agreement (National Collegiate Student Loan Trust 2006-1)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Non-Ministerial Matters. 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 VI unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent consented in writing thereto or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;.
(bii) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student Mortgage Loans);.
(ciii) the amendment, change or modification of this Agreement or any of the Basic Operative Documents;.
(div) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 2000 A), Sale and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1999-A), Sale and Servicing Agreement (Advanta Conduit Receivables Inc)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified in writing the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Money Store Home Equity Corp), Sale and Servicing Agreement (Money Store Home Equity Corp), Sale and Servicing Agreement (Money Store Home Equity Corp)
Non-Ministerial Matters. 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 VI unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Note Insurer of the proposed action and the Eligible Lender Owner Trustee and the Note Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Operative Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Advanta Mortgage Loan Trust 1998-4c), Sale and Servicing Agreement (Advanta Mortgage Loan Trust 1998-4c), Sale and Servicing Agreement (Advanta Mortgage Loan Trust 1998-4c)
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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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: (aA) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
; (cC) the amendment, change or modification of the Basic Documents;
Related Agreements; (dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
and (eE) the removal of the Indenture Trustee.
(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 Related Agreements or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 3 contracts
Samples: Administration Agreement (Mmca Auto Receivables Inc), Administration Agreement (Mmca Auto Receivables Inc), Administration Agreement (Mmca Auto Receivables Inc)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2004-1), Sale and Servicing Agreement (Americredit Financial Services Inc)
Non-Ministerial Matters. (a) 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
(a1) the amendment of of, or any supplement to 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 Trust Student LoansRRB Charge);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Rate Reduction Bond Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Rate Reduction Bond Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e5) the removal of the Indenture Trustee.
(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Issuer directs the Administrator not to take on its behalf.
Appears in 3 contracts
Samples: Administration Agreement (PSNH Funding LLC 3), Administration Agreement (PSNH Funding LLC 3), Administration Agreement
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Indenture Trustee of the proposed action and the Eligible Lender Owner Trustee 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:
(aA) the amendment of or any supplement to the Indenture;
(bB) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee or the Owner Trustee.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Chevy Chase Bank FSB), Sale and Servicing Agreement (Chevy Chase Bank FSB), Sale and Servicing Agreement (Chevy Chase Bank FSB)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(aA) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (Amsouth Auto Receivables LLC), Administration Agreement (Ford Credit Auto Receivables Two L P)
Non-Ministerial Matters. 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(a) the amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic DocumentsMaster Servicing Agreement;
(d) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees Trustee pursuant to the Indenture or the appointment of Successor Administrators successor administrators or Successor Servicerssuccessor 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.
Appears in 2 contracts
Samples: Administration Agreement (Education Capital I LLC), Administration Agreement (Education Capital I LLC)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or any supplement to the Indenture;
; (bB) the initiation of any claim or lawsuit by the Issuer and Issuing Entity and
(B) 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
and (eE) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Ace Securities Corp), Sale and Servicing Agreement (Ace Securities Corp)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 Agents or Indenture Trustee of its obligations under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (SLM Education Credit Funding LLC), Administration Agreement (SLM Education Credit Funding LLC)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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 amendment amendment, change or modification of or any supplement to of the IndentureTransaction Documents;
(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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ed) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (Chase Education Loan Trust 2007-A), Administration Agreement (Collegiate Funding of Delaware LLC)
Non-Ministerial Matters. (a) 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 Eligible Lender Trustee Note Issuer of the proposed action and the Eligible Lender Trustee Note Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(a1) the amendment of of, or any supplement to to, the Note Indenture;
(b2) the initiation of any claim or lawsuit by the Note Issuer and the compromise of any action, claim or lawsuit brought by or against the Note Issuer (other than in connection with the collection of the Trust Student LoansRRB Charge);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Note Trustees pursuant to the Note Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Note Trustee of its obligations under the Note Indenture; and
(e5) the removal of the Indenture Note Trustee.
(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Note Issuer directs the Administrator not to take on its behalf.
Appears in 2 contracts
Samples: Administration Agreement (Cl&p Funding LLC), Administration Agreement (Cl&p Funding LLC)
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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
(a) the amendment of or any supplement to the Indenture;
(bA) the initiation of any claim or lawsuit by the Issuer Issuer, the compromise of any action, claim or lawsuit brought 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 ordinary course of the Trust Student Loansbusiness);
(cB) the amendment, change or modification of the Basic Related Documents;
(dC) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicerssuccessor’ Administrators, or the consent to the assignment by the Note Registrar, the Paying Agent or Indenture the Trustee of its obligations under the Indenture; and
(eD) the removal of the Indenture Trustee.
(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 Related Documents, (y) sell the Collateral pursuant to the Indenture or (z) take any action that the Issuer directs the Administrator not to take on its behalf.
Appears in 2 contracts
Samples: Administration Agreement (Zipcar Inc), Administration Agreement (Zipcar Inc)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(aA) the amendment of or any supplement to the Indenture;
(bB) the initiation of any claim or lawsuit by the Issuer Owner Trustee and the compromise of any action, claim or lawsuit brought by or against the Issuer Owner Trustee (other than in connection with the collection of the Trust Student LoansReceivables or Permitted Investments);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (Capital One Auto Finance Trust 2002-C), Administration Agreement (Capital One Auto Receivables LLC)
Non-Ministerial Matters. With respect to any 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Indenture Trustee, of the proposed action and the Eligible Lender Owner Trustee and 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:
(a) the amendment of or any supplement to the Indenture;
(bi) 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 Trust Student Loans)Issuer;
(c) the amendment, change or modification of the Basic Documents;
(dii) the appointment of successor Note Registrars, successor Paying Agents 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 Trustee, as the case may be, of its obligations under the Indenture; andor
(eiii) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (HSBC Credit Card Master Note Trust (Usa) I), Transfer and Servicing Agreement (HSBC Private Label Credit Card Master Note Trust (Usa) I)
Non-Ministerial Matters. 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 Eligible Lender Trustee and the Swap Counterparty of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(ev) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (Usa Group Secondary Market Services Inc), Administration Agreement (Usa Group Secondary Market Services Inc)
Non-Ministerial Matters. 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 IX unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
: (aA) the amendment of or 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 Trust Student Mortgage Loans);
; (cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
; (dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Master Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
and (eE) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Master Servicing Agreement (Gs Mortgage Securities Corp), Master Servicing Agreement (Gs Mortgage Securities Corp)
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 Eligible Lender Trustee Managing Member or the Issuer, as applicable, of the proposed action and the Eligible Lender Trustee Managing Member or the Issuer, as applicable, shall not have withheld consent consented or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(aA) the amendment of or 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 Trust Student Loans);
(cC) the amendment, change or modification of the Basic Related Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
(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 Related Documents or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 2 contracts
Samples: Administration Agreement (Cef Equipment Holding LLC), Administration Agreement (GE Equipment Midticket LLC, Series 2006-1)
Non-Ministerial Matters. 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 VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Greenpoint Home Equity Loan Trust 1999 2), Sale and Servicing Agreement (Headlands Mortgage Securities Inc)
Non-Ministerial Matters. With respect to any 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Indenture Trustee of the proposed action and the Eligible Lender Owner Trustee and 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:
(a) the amendment of or any supplement to the Indenture;
(bi) 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 Trust Student Loans)Issuer;
(c) the amendment, change or modification of the Basic Documents;
(dii) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; andor
(eiii) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (Household Affinity Funding Corp Iii), Transfer and Servicing Agreement (Household Affinity Funding Corp Iii)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(div) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (Key Bank Usa National Association), Administration Agreement (Key Bank Usa National Association)
Non-Ministerial Matters. (a) 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(a1) the amendment of of, or any supplement to 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 Trust Student LoansTransition Bond Charge);
(c3) the amendment, change or modification of any of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e5) the removal of the Indenture Trustee.
(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Issuer directs the Administrator not to take on its behalf.
Appears in 2 contracts
Samples: Administration Agreement (Atlantic City Electric Transition Funding LLC), Administration Agreement (Atlantic City Electric Transition Funding LLC)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(a) include the amendment of or any supplement to the Indenture;
(ba) 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 Trust Student Loans);
(cb) the amendment, change or modification of the Basic Documents;
(dc) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ed) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Administration Agreement (Wachovia Education Loan Funding LLC), Administration Agreement (Wachovia Student Loan Trust 2005-1)
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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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 or any supplement to the Indenture;
(bA) 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 Trust Student LoansReceivables);
(cB) the amendment, change or modification of the Basic Documents;
(dC) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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 under the Indenture; and
(eD) the removal of the Indenture Trustee.
Appears in 2 contracts
Samples: Deposit and Administration Agreement (Chase Manhattan Bank Usa), Deposit and Administration Agreement (Chase Manhattan Bank Usa)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, replacement Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-B-X)
Non-Ministerial Matters. 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 Eligible Lender Trustee Trustee, the Securities Insurer and the Swap Counterparty of the proposed action and none of the Eligible Lender Trustee ,the Securities Insurer and the Swap Counterparty shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
[Reserved]; (bii) 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 Trust Financed Student Loans);
; (ciii) the amendment, supplement, change or modification to any of the Basic Documents;
; (div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
and (ev) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Keycorp Student Loan Trust 2000-A)
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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(aA) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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.by
Appears in 1 contract
Samples: Administration Agreement (Ford Credit Auto Receivables Two L P)
Non-Ministerial Matters. 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 VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Credit Enhancer of the proposed action and the Eligible Lender Owner Trustee and the Credit Enhancer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Headlands Mortgage Securities Inc)
Non-Ministerial Matters. 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 XII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-"non- ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Student LoansReceivables);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(ev) the removal of the Indenture Trustee or the Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
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, the Administrator shall have has notified the Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner Trustee shall has 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 or 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 Trust Student LoansReceivables or Eligible Investments);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e5) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator is not obligated to, and may not (1) make any payments to the Noteholders or the Transferor[s] under the Related Agreements, (2) sell the Trust Assets pursuant to Section 5.05 of the Indenture other than pursuant to a written directive of the Indenture Trustee or (3) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 1 contract
Samples: Administration Agreement (Ford Credit Floorplan LLC)
Non-Ministerial Matters. 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 Eligible Lender Trustee Lender, Trustee, the Subordinate Note Insurer and the Swap Counterparty of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(ev) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Usa Group Secondary Market Services Inc)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, replacement Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.Trustee or the Trust Collateral Agent. Back to Contents
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2004-a-F)
Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within with a reasonable time before the taking of such action, the Administrator shall have notified the Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the IndentureIndenture or any Terms Supplement;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or to the appointment of Successor successor Administrators or Successor successor Master Servicers, or the consent to of the assignment by the Note Registrar, Certificate Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(ev) the removal of the Indenture Trustee; and
(vi) the buying or selling of assets in the Trust Estate, includin student loans.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Crestar Securitization LLC)
Non-Ministerial Matters. 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 VI unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Note Insurer of the proposed action and the Eligible Lender Owner Trustee and the Note Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or any supplement to the Indenture;
(bB) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Operative Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Conduit Receivables Inc)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Student Loans, including any allegation of forgery by a putative borrower under a Student Loan);
(ciii) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(ev) the removal of the Indenture Trustee.
Appears in 1 contract
Non-Ministerial Matters. 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 VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Bond Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Bond Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Sequoia Mortgage Funding Corp)
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, 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 Eligible Lender Owner Trustee of or from the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionOwnership Certificateholder. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(aA) the amendment of or any supplement to the Indenture;
(bB) the initiation of any claim or lawsuit by the Issuer Trust and the compromise or settlement of any action, claim or lawsuit brought by or against the Issuer Trust;
(C) the involvement in any lawsuit or other than legal action against the Indenture Trustee, including, without limitation, consenting to the settlement of any third party claim by the Indenture Trustee;
(D) exercising discretion with respect to any action or proposed action in connection with the collection Mortgage Loans to the extent the Trust has the right to exercise such discretion under the terms of the Trust Student Loans)Servicing Agreement;
(c) the amendment, change or modification of the Basic Documents;
(dE) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and;
(eF) the removal of the Owner Trustee;
(G) the removal of the Indenture Trustee.; and
(H) any action that the Issuer is entitled but not obligated to take under the Indenture;
Appears in 1 contract
Samples: Administration Agreement (Collateralized Mortgage Bonds Series 1999 1)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(a) a. the amendment of or any supplement to the Indenture;
(b) 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 Trust Student Loans);
(c) c. the amendment, change or modification of the Basic Documents;
(d) d. the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) e. the removal of the Indenture Trustee.
Appears in 1 contract
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or any supplement to the Indenture;; 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (SLM Student Loan Trust 2007-1)
Non-Ministerial Matters. 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(a) a. the amendment of or any supplement to the Indenture;
(b) 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 Trust Student Loans);
(c) c. the amendment, change or modification of the Basic Servicing Documents;
(d) d. the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees Trustee pursuant to the Indenture or the appointment of Successor Administrators successor administrators or Successor Servicerssuccessor servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e) and e. the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Transfer and Sale Agreement (Student Loan Funding LLC)
Non-Ministerial Matters. 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(a) a. the amendment of or any supplement to the Indenture;
(b) 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 Trust Student Loans);
(c) c. the amendment, change or modification of the Basic Documents;
(d) d. the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees Trustee pursuant to the Indenture or the appointment of Successor Administrators successor administrators or Successor Servicerssuccessor servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e) e. the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Student Loan Funding LLC)
Non-Ministerial Matters. (a) With respect to matters that in the reasonable judgment of "non-ministerial matters" shall include, without limitation: 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative directionconsented. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without liminations:
(a1) the amendment of of, or any supplement to 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 Trust Student LoansRRB Charge);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(e5) the removal of the Indenture Trustee.
(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Issuer directs the Administrator not to take on its behalf.
Appears in 1 contract
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Wells Fargo Student Loans Receivables I LLC)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans, including any allegation of forgery by a putative borrower under a Financed Student Loan);
(ciii) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(ev) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Usa Group Secondary Market Services Inc)
Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Administrator are non-ministerialnonministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(a) a. the amendment of or any supplement to the Indenture;
(b) 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 Trust Student Loans);
(c) c. the amendment, change or modification of the Basic Documents;
(d) d. the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) e. the removal of the Indenture Trustee.
Appears in 1 contract
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Home Equity Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 1 contract
Non-Ministerial Matters. 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 VI unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Operative Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(a1) the amendment of or 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 Trust Student LoansReceivables or Eligible Investments);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(e5) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Ace Securities Corp Rv & Marine Trust 2001-Rv1)
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 Eligible Lender Trustee Trust of the proposed action and the Eligible Lender Trustee Trust, shall not have withheld consent consented or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
(a) the amendment of or any supplement to the Indenture;
(bA) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student LoansTransferred Receivables);
(cB) the amendment, change change, supplement or modification of the Basic Documents;Related Documents other than an Indenture Supplement; and
(dC) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and.
(eii) Notwithstanding anything to the removal of contrary in this Agreement, the Indenture TrusteeAdministrator shall not be obligated to, and shall not take any other action that the Trust directs the Administrator not to take on its behalf.
Appears in 1 contract
Samples: Administration Agreement (Synchrony Card Issuance Trust)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(aA) the amendment of or any supplement to the Indenture pursuant to Article IX of the Indenture;
(bB) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student LoansReceivables or Eligible Investments);
(cC) the amendment, change or modification of the Basic Documents;Related Agreements; 1300584 05134611 8 2005-1 Administration Agreement
(dD) the appointment of successor Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (M&i Dealer Auto Securitization LLC)
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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner Trustee 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:
(aA) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(eE) the removal of the Indenture Trustee.
(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 Related Agreements or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 1 contract
Samples: Administration Agreement (Mmca Auto Receivables Trust)
Non-Ministerial Matters. 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 Eligible Lender Trustee Issuer of the proposed action and the Eligible Lender Trustee Issuer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(a) the amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic DocumentsMaster Servicing Agreement;
(d) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees Trustee pursuant to the Indenture or the appointment of Successor Administrators successor administrators or Successor Servicerssuccessor 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.
Appears in 1 contract
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of any additional or successor Broker-Dealers;
(e) the appointment of a successor Auction Agent;
(f) the appointment of successor Note Registrars, successor Paying Agents 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 Agents or Indenture Trustee of its obligations under the Indenture; and
(eg) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (SLM Private Credit Student Loan Trust 2007-A)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Financed Student Loans);
(ciii) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 1 contract
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(a1) the amendment of or 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 Trust Student LoansReceivables or Permitted Investments);
(c3) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(d4) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(e5) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Wells Fargo Auto Receivables Corp)
Non-Ministerial Matters. 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, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) 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 Trust Student LoansReceivables);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(ev) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.
Appears in 1 contract
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; andand Administration Agreement
(e) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (SLM Student Loan Trust 2006-6)
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 Eligible Lender Trustee or the Trust, as applicable, of the proposed action and the Eligible Lender Trustee or the Trust, as applicable, shall not have withheld consent consented or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
(a) the amendment of or any supplement to the Indenture;
(bA) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student LoansTransferred Receivables);
(cB) the amendment, change change, supplement or modification of the Basic Documents;Related Documents other than an Indenture Supplement; and
(dC) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and.
(eii) Notwithstanding anything to the removal of contrary in this Agreement, the Indenture TrusteeAdministrator shall not be obligated to, and shall not take any other action that the Trust directs the Administrator not to take on its behalf.
Appears in 1 contract
Samples: Administration Agreement (GE Capital Credit Card Master Note Trust)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender 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:
(aA) the amendment of or 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 Trust Student LoansReceivables);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (CNH Capital Receivables Inc)
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 Eligible Lender Trustee Managing Member or the Issuer, as applicable, of the proposed action and the Eligible Lender Trustee Managing Member or the Issuer, as applicable, shall not have withheld consent consented or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall include, without limitation:
(aA) the amendment of or 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 Trust Student Loans);
(cC) the amendment, change or modification of the Basic Related Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
(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 Related Documents or (y) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 1 contract
Samples: Administration Agreement (Cef Equipment Holding LLC)
Non-Ministerial Matters. 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 Eligible Lender Trustee Trustee, in writing, of the proposed action and the Eligible Lender 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 amendment of or 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 Trust Student Loans);
(c) the amendment, change or modification of the Basic Documents;
(d) the appointment of any additional or successor Broker-Dealers;
(e) the appointment of a successor Auction Agent; Administration Agreement
(f) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(eg) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (SLM Student Loan Trust 2007-5)
Non-Ministerial Matters. 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 unless within a reasonable time before the taking of such actionpursuant to this Article VI unless, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Note Insurer of the proposed action and the Eligible Lender Owner Trustee and the Note Insurer shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student Mortgage Loans);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Operative Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(e) the removal of the Indenture Trustee.the
Appears in 1 contract
Samples: Sale and Servicing Agreement (Advanta Conduit Receivables Inc)
Non-Ministerial Matters. 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 VI unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Insurer of the proposed action and the Eligible Lender Owner Trustee and the Insurer shall not have withheld consent consented in writing thereto or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(ai) the amendment of or any supplement to the Indenture;
(bii) the initiation of any claim or lawsuit by the Issuer Trust and the compromise of any action, claim or lawsuit brought by or against the Issuer Trust (other than in connection with the collection of the Trust Student Mortgage Loans);
(ciii) the amendment, change or modification of this Agreement or any of the Basic Operative Documents;
(div) the appointment of successor Note Registrars, successor Paying Agents 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 under the Indenture; and
(ev) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (J P Morgan Acceptance Corp I)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Eligible Lender Owner Trustee and the Indenture Trustee of the proposed action and the Eligible Lender Owner Trustee and 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:
(a) the amendment of or any supplement to the Indenture;
(bi) 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 Trust Student Mortgage Loans);
(c) the amendment, change or modification of the Basic Documents;
(dii) the appointment of successor Note Registrars, successor Note Paying Agents Agents, successor Administrators 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 Agent, Administrator or Indenture Trustee of its obligations under the Indenture; and
(eiii) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Household Mortgage Loan Trust 2004-Hc1)
Non-Ministerial Matters. 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 Eligible Lender Trustee of the proposed action and the Eligible Lender Trustee shall not have withheld consent or provided an alternative directionconsented to it. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include, without limitation:
(aA) the amendment of or 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 Trust Student Loans);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor successor Administrators or Successor Master Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Nellie Mae Education Loan Corp)
Non-Ministerial Matters. 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 X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Eligible Lender Owner Trustee and the Trustee of the proposed action and the Eligible Lender Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:;
(aA) the amendment of or 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 Trust Student Mortgage Loans);
(cC) the amendment, change or modification of this Agreement or any of the Basic Documents;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor Administrators or Successor Servicers, Servicer or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Chevy Chase Bank FSB)
Non-Ministerial Matters. 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 Eligible Lender Owner Trustee of the proposed action and the Eligible Lender Owner 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:
(aA) the amendment of or any supplement to the Indenture;
(bB) the initiation of any claim or lawsuit by the Issuer Owner Trustee and the compromise of any action, claim or lawsuit brought by or against the Issuer Owner Trustee (other than in connection with the collection of the Trust Student LoansReceivables or Permitted Investments);
(cC) the amendment, change or modification of the Basic DocumentsRelated Agreements;
(dD) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of Successor 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
(eE) the removal of the Indenture Trustee.
Appears in 1 contract
Samples: Administration Agreement (Capital One Auto Receivables LLC)