Common use of Prior Notice to the Certificateholders with Respect to Certain Matters Clause in Contracts

Prior Notice to the Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action (and the Certificateholders shall not direct the Owner Trustee to take any action) unless at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholders (unless the Certificateholders have directed the Owner Trustee to take action) and the Note Insurer in writing of the proposed action and neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders and/or the Note Insurer have withheld consent or the Certificateholders have provided alternative written direction (any direction by the Certificateholders shall require the prior written consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Mortgage Loans) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute); (c) the amendment or other change to this Agreement or any Basic Document in circumstances where the consent of any Certificateholder is required; provided, that notwithstanding this Section 5.01, the prior written consent of the Note Insurer must be obtained for any amendment or change to this Agreement or any other Basic Document; (d) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Certificateholder is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or the consent to the assignment by the Note Registrar or Indenture Trustee or Certificate Registrar of their respective obligations under the Indenture or this Agreement, as applicable; (f) the consent to the waiver of any default of any Basic Document; (g) the consent to the assignment by the Indenture Trustee or Master Servicer of their respective obligations under any Basic Document; (h) except as provided in Article X hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the other Basic Documents; (k) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof; (l) confess a judgment against the Trust; (m) possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose; (n) cause the Trust to lend any funds to any entity; or (o) change the Trust’s purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity. The Master Servicer, on behalf of the Trust, shall maintain appropriate minutes or other records of all appropriate action. The Trust shall maintain its office separate from the offices of the Sponsor, the Seller and the Master Servicer. Notwithstanding the other provisions of this Section 5.01, the Owner Trustee shall not have the power, except upon the written direction of the Certificateholders with the prior written consent of the Note Insurer, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Master Servicer or the Indenture Trustee.