Common use of Non-Ministerial Matters Clause in Contracts

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Note Insurer and the Trustee Trust Collateral Agent of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Trust Collateral Agent shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the 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 (i), (ii), (iii) and (iv) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action, the Servicer shall will 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the CertificateholderCertificateholder[s]) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, Trust Collateral Agent and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, the Indenture Trustee and the Trustee Administrator of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) belowTrustee, the Indenture Trustee or the Administrator shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Insurer, the Owner Trustee and the Trustee of the proposed action and the Insurer and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Indenture Administrator and the Indenture Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified in writing the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee , [the Note Insurer] and the Trustee Trust Collateral Agent of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Trust Collateral Agent shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Note Insurer, the Demand Note Provider and the Trustee Trust Collateral Agent of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Trust Collateral Agent shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-non ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-non ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii), (iv) and (ivv) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:: -----------------------

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action, the Servicer shall will have notified the Owner Trustee, the Indenture Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to any matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) iii and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Insurer and the Trustee Xxxxxxx Mac of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) belowTrustee, the Trustee Insurer and Xxxxxxx Mac shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the 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 (i), (ii), (iii) iii and (iv) below, the Indenture Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee (acting at Trustee, the direction of the Certificateholder) Bond Insurer and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall will not take any action pursuant to this Article XI unless within a reasonable time before the taking of such action, the Servicer shall will have notified the Owner Trustee, the Indenture Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall and, so long as no Insurer Default has occurred and is continuing, the Insurer will not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” shall " include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article Section unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsented thereto in writing (at the written direction of the Majority Holders). For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article III unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article 72 unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article Section unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsented thereto in writing (at the written direction of the Noteholders). For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii), (iv) and (ivv) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Bond Insurer and the Indenture Trustee of the proposed action and the Owner Trustee (acting at Trustee, the direction of the Certificateholder) Bond Insurer and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-"non- ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee, [the Insurer,] the Indenture Trustee and the Trustee Administrator of the proposed action and the Owner Trustee, [the Insurer (for so long as it is the Controlling Party),] the Indenture Trustee (acting at or the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Administrator shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee , [the Note Insurer] and the Indenture Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in ----------------------- the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the 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 (iA), (iiB), (iiiC) and (ivD) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:: NEW ONE (A) the amendment of or any supplement to the Indenture;

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Noteholders, the Trust Collateral Agent and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VIII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Credit Enhancer of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Credit Enhancer shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or 62 provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Indenture Trustee of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Indenture Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article X unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:;

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article VI unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at and the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee Insurer shall not have withheld consentconsented in writing thereto or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:

Non-Ministerial Matters. With respect to matters that in the ----------------------- reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee Insurer of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii), (iv) and (ivv) below, the Trustee Insurer shall not have withheld consentconsent or provided an alternative 77 direction. For the purpose of the preceding sentence, “"non-ministerial matters” " ----------------------- shall include:

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee Trustee, the Note Insurer, the Demand Note Provider and the Trustee Trust Collateral Agent of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:and

Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article XII unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee (acting at the direction of the Certificateholder) and, with respect to items (iA), (iiB), (iiiC) and (ivD) below, the Trustee shall not have withheld consentconsent or provided an alternative direction. For the purpose of the preceding sentence, “non-"non- ministerial matters” " shall include: