the reasonable judgment of the Administrator, are
non-ministerial unless the Insurer shall 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 the Administrator shall have
notified the Owner Trustee of the proposed action and the Owner 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 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 OR THE
COMPROMISE OF ANY ACTION, CLAIM OR LAWSUIT BROUGHT BY OR AGAINST THE ISSUER
(OTHER THAN IN CONNECTION WITH THE COLLECTION OF THE CONTRACTS OR ELIGIBLE
INVESTMENTS);
(C)
THE AMENDMENT, CHANGE OR MODIFICATION OF THE RELATED AGREEMENTS;
(D)
THE APPOINTMENT OF SUCCESSOR NOTE REGISTRARS, SUCCESSOR PAYING
AGENTS OR SUCCESSOR INDENTURE TRUSTEES PURSUANT TO THE INDENTURE, THE
APPOINTMENT OF SUCCESSOR ADMINISTRATORS OR SUCCESSOR SERVICERS OR THE CONSENT TO
THE ASSIGNMENT BY THE NOTE REGISTRAR, THE PAYING AGENT OR THE INDENTURE TRUSTEE
OF ITS OBLIGATIONS UNDER THE INDENTURE; AND
(E)
THE REMOVAL OF THE INDENTURE TRUSTEE.
(E)
EXCEPT AS SET FORTH IN SECTION 2(B) OF THIS AGREEMENT AND SECTION
6.7 OF THE INDENTURE, THE ADMINISTRATOR SHALL NOT (I) BE OBLIGATED TO (A) MAKE
ANY PAYMENTS TO THE NOTEHOLDERS UNDER THE RELATED AGREEMENTS OR THE NOTES; OR
(B) MAKE ANY OTHER PAYMENT REQUIRED TO BE MADE BY THE ISSUER UNDER ANY RELATED
AGREEMENT OR THE NOTES, OR (II) TAKE ANY OTHER ACTION THAT THE ISSUER DIRECTS
THE ADMINISTRATOR NOT TO TAKE ON ITS BEHALF, OR WHICH WOULD RESULT IN A
VIOLATION OR BREACH OF THE ISSUER'S COVENANTS, AGREEMENTS OR OBLIGATIONS UNDER
ANY RELATED AGREEMENT.
SECTION 3.
RECORDS.
THE ADMINISTRATOR SHALL MAINTAIN APPROPRIATE
BOOKS OF ACCOUNT AND RECORDS RELATING TO SERVICES PERFORMED HEREUNDER, WHICH
BOOKS OF ACCOUNT AND RECORDS SHALL BE ACCESSIBLE FOR INSPECTION BY THE ISSUER,
THE INSURER AND THE DEPOSITOR AT ANY TIME DURING NORMAL BUSINESS HOURS.
SECTION 4.
COMPENSATION.
AS COMPENSATION FOR THE PERFORMANCE OF
THE ADMINISTRATOR'S OBLIGATIONS UNDER THIS AGREEMENT, AND AS REIMBURSEMENT FOR
ITS EXPENSES RELATED THERETO, THE ADMINISTRATOR SHALL BE ENTITLED TO $500 PER
MONTH, WHICH COMPENSATION SHALL BE SOLELY AN OBLIGATION OF THE SELLER.
7
SECTION 5.
ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER.
THE ADMINISTRATOR SHALL FURNISH TO THE ISSUER OR THE INSURER FROM TIME TO TIME
SUCH ADDITIONAL INFORMATION REGARDING THE COLLATERAL AS THE ISSUER OR THE
INSURER MAY REASONABLY REQUEST.
SECTION 6.
INDEPENDENCE OF THE ADMINISTRATOR.
FOR ALL PURPOSES OF
THIS AGREEMENT, THE ADMINISTRATOR SHALL BE AN INDEPENDENT CONTRACTOR AND SHALL
NOT BE SUBJECT TO THE SUPERVISION OF THE ISSUER, INDENTURE TRUSTEE OR THE OWNER
TRUSTEE WITH RESPECT TO THE MANNER IN WHICH IT ACCOMPLISHES THE PERFORMANCE OF
ITS OBLIGATIONS HEREUNDER.
UNLESS EXPRESSLY AUTHORIZED BY THE ISSUER, THE
ADMINISTRATOR SHALL HAVE NO AUTHORITY TO ACT FOR OR REPRESENT THE ISSUER, THE
INDENTURE TRUSTEE OR