Common use of Non-Ministerial Matters Clause in Contracts

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 pursuant to this Article V in unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee, the Note Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Contracts); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (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 Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article V in IX unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Owner Trustee, the Note Insurer Trustee and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Insurer 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 Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the ContractsMortgage Loans); (Ciii) the amendment, change or modification of this Sale and Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (Div) the appointment of successor Certificate Note Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers 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 Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article V in VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers 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 Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article V in XII unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Owner Trustee, the Note Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Insurer and, with respect to items (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 Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsReceivables); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a party; (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 Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article V in VII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture and the Trust Agreement or the appointment of successor servicers Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the IndentureIndenture and the Trust Agreement; and (E) the removal of the Indenture Trustee.

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 V in VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Bond Insurer and the Indenture Trustee Bond Administrator, of the proposed action and the Owner Trustee, the Note Indenture Trustee, the Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee Bond Administrator shall not have withheld consent or provided an 41 alternative direction. For the purpose of the preceding sentence, "non-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 Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent Agent, Bond Administrator or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture TrusteeTrustee or the Bond Administrator.

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 V in VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Bond Insurer and the Indenture Trustee Bond Administrator, of the proposed action and the Owner Trustee, the Note Indenture Trustee, the Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee Bond Administrator shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-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 Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers Servicers or the consent to the assignment by the Certificate Registrar, Paying Agent Agent, Bond Administrator or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture TrusteeTrustee or the Bond Administrator.

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 V in VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement pursuant to Section 7.01(ii) hereof or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers 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 Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article V in VIII unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-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 Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers 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 Administrator Master Servicer are non-ministerial, the Administrator Master Servicer shall not take any action pursuant to this Article V in VIII unless within a reasonable time before the taking of such action, the Administrator Master Servicer shall have notified the Owner Trustee, the Note Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Bond Insurer and, with respect to items (A), (B), (C) and (D) below, the Indenture Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial nonministerial matters" shall include: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsMortgage Loans); (C) the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (D) the appointment of successor Certificate Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor servicers 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 Administrator Servicer are non-ministerial, the Administrator Servicer shall not take any action pursuant to this Article V in X unless within a reasonable time before the taking of such action, the Administrator Servicer shall have notified the Owner Trustee, the Note Insurer Trustee and the Indenture Trustee of the proposed action and the Owner Trustee, the Note Insurer 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 Issuing Entity Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Issuer (other than in connection with the collection of the ContractsReceivables); (C) C. the amendment, change or modification of this Servicing Agreement or any of the Basic Documents to which the Indenture Trustee or the Owner Trustee, as applicable, is a partyDocuments; (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 servicers 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.