Common use of Non-Ministerial Matters Clause in Contracts

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee Trustee, the Note Insurer and the Indenture Trustee Trust Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee Trust Collateral Agent 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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Trust Collateral Agent or the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee , the Note Insurer and the Indenture Trustee Trust Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee Trust Collateral Agent 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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Trust Collateral Agent or the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) 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: (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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder[s]) and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, "“non-ministerial matters" ” shall include: (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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, the Note Paying Agent or Indenture the Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee Trustee, Trust Collateral Agent and the Indenture Trustee Insurer of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee Insurer 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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Transaction Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee Trustee, the Indenture Administrator and the Indenture Trustee of the proposed action and the 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: (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 Mortgage LoansReceivables); (C) C. the amendment, change or modification of this Agreement or any of the Basic Documents; (D) D. the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) E. the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee , [the Note Insurer] and the Indenture Trustee Trust Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee Trust Collateral Agent 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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Trust Collateral Agent or the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee Trustee, the Note Insurer, the Demand Note Provider and the Indenture Trustee Trust Collateral Agent of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee Trust Collateral Agent 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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Trust Collateral Agent or the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee, the Trustee and the Indenture Trustee Controlling Party of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee or the Controlling Party 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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture h Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer Administrator are non-ministerial, the Master Servicer Administrator shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer Administrator shall have notified the Owner Trustee, the Indenture Trustee and the Indenture Trustee Securities Administrator of the proposed action and the Owner Trustee and, with respect to items (A1), (B2), (C3) and (D4) below, the Indenture Trustee and the Securities Administrator shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "“non-ministerial matters" ” shall include: (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 Mortgage Loans); (C3) the amendment, change or modification of this Agreement or any of the Basic DocumentsDocuments to which the Indenture Trustee, the Securities Administrator or the Owner Trustee, as applicable, is a party; (D4) the appointment of successor Certificate Paying Agents and successor Indenture Trustees or Securities Administrator pursuant to the Indenture or the appointment of a successor Servicers Servicer or Master Servicer or the consent to the assignment by the Certificate Registrar, Paying Agent or Agent, Indenture Trustee or Securities Administrator of its obligations under the Indenture; and (E5) the removal of the Indenture TrusteeTrustee or the Securities Administrator.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII IX unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) 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: (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 Mortgage Loans); (Ciii) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee Insurer of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii), (iv) and (Dv) below, the Indenture Trustee 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 and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate 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.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee (at the direction of the Certificateholder) and, with respect to items (Ai), (Bii), (C) iii and (Div) below, the Indenture Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, "“non-ministerial matters" ” shall include: (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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (Ai), (Bii), (Ciii) and (Div) below, the Indenture Trustee shall not have withheld consent or provided an alternative directionconsent. For the purpose of the preceding sentence, "“non-ministerial matters" ” shall include: (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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, the Note Paying Agent or Indenture the Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With (i) The Administrator shall not take any action with respect to matters that that, in the reasonable judgment of the Master Servicer Administrator, are non-ministerial, ministerial unless the Master Servicer Insurer shall not take any action pursuant to this Article VIII have consented in writing thereto (unless an Insurer Default has then occurred and is continuing) and within a reasonable time before the taking of such action, action the Master Servicer Administrator shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided an alternative direction. For the purpose of the preceding sentence, "“non-ministerial matters" ministerial” matters shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and or the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Mortgage LoansContracts or Eligible Investments); (C) the amendment, change or modification of this Agreement or any of the Basic DocumentsRelated Agreements; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and or successor Indenture Trustees pursuant to the Indenture or Indenture, the appointment of successor Administrators or Successor Servicers or the consent to the assignment by the Certificate Note Registrar, the Paying Agent or the Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: : (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 Mortgage Loans); ; (C) the amendment, change or modification of this Agreement or any of the Basic Documents; ; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Master Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII Section unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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 directionconsented thereto in writing (at the written direction of the Noteholders). 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 Mortgage LoansPool Receivables); (Cc) the amendment, change or modification of this Agreement or any of the Basic DocumentsTransaction Documents to which it is a party; (Dd) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ee) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Home Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee Trustee, the Insurer and the Indenture Trustee of the proposed action and the Owner Trustee andTrustee, with respect to items the Insurer (A), (B), (Cfor so long as it is the Controlling Party) and (D) below, or 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; (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (DB) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (EC) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee Insurer of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii), (iv) and (Dv) below, the Indenture Trustee Insurer shall not have withheld consent or provided an alternative 77 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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate 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.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee , [the Note Insurer] and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) 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: (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 Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Insurer, the Owner Trustee and the Indenture Trustee of the proposed action and the Insurer and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; andand Back to Contents (E) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII Section unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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 directionconsented thereto in writing (at the written direction of the Majority Holders). 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 Mortgage LoansPool Receivables); (C) the amendment, change or modification of this Agreement or any of the Basic DocumentsTransaction Documents to which it is a party; (D) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee Trustee, the Noteholders, the Trust Collateral Agent and the Indenture Trustee Insurer of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee Insurer 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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Transaction Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee, the Custodian, the Backup Servicer or the Trust Collateral Agent.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII IX unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii) and (Div) 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: (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 Mortgage Loans); (Ciii) the amendment, change or modification of this Sale and Servicing Agreement or any of the Basic Documents; (Div) the appointment of successor Certificate Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ev) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the other Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Insurer, the Owner Trustee and the Indenture Trustee of the proposed action and the Insurer and the 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: (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 Mortgage LoansReceivables); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture TrusteeTrustee or the Trust Collateral Agent.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII Section unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the 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 directionconsented thereto in writing (at the written direction of the Majority Holders). 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 Mortgage LoansPool Receivables); (Cc) the amendment, change or modification of this Agreement or any of the Basic DocumentsTransaction Documents to which it is a party; (Dd) the appointment of successor Certificate Note Registrars, successor Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate Note Registrar, Note Paying Agent or Indenture Trustee of its obligations under the Indenture; and (Ee) the removal of the Indenture Trustee.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer are non-ministerial, the Master Servicer shall not take any action pursuant to this Article VIII XII unless within a reasonable time before the taking of such action, the Master Servicer shall have notified the Owner Trustee and the Indenture Trustee Insurer of the proposed action and the Owner Trustee and, with respect to items (Ai), (Bii), (Ciii), (iv) and (Dv) below, the Indenture Trustee 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 and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Mortgage LoansReceivables); (Ciii) the amendment, change or modification of this Agreement or any of the Basic Documents;; 79 Sale and Servicing Agreement (Div) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Certificate 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.

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Master Servicer Trust Administrator are non-ministerial, the Master Servicer Trust Administrator shall not take any action pursuant to this Article VIII X unless within a reasonable time before the taking of such action, the Master Servicer Trust Administrator shall have notified in writing the Owner Trustee and the Indenture Trustee of the proposed action and the 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: (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 Mortgage Loans); (C) the amendment, change or modification of this Agreement or any of the Basic Documents; (D) the appointment of successor Certificate Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Successor Servicers or the consent to the assignment by the Certificate Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee.