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 OR (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.
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 THE OWNER TRUSTEE IN
ANY WAY AND SHALL NOT OTHERWISE BE DEEMED AN AGENT OF THE ISSUER, THE INDENTURE
TRUSTEE OR THE OWNER TRUSTEE.
SECTION 7.
NO JOINT VENTURE.
NOTHING
CONTAINED IN THIS AGREEMENT (A) SHALL CONSTITUTE THE ADMINISTRATOR AND EITHER
THE ISSUER, OWNER TRUSTEE OR THE INDENTURE TRUSTEE AS MEMBERS OF ANY
PARTNERSHIP, JOINT VENTURE, ASSOCIATION,