Common use of Amendments Without Consent of Certificateholders or Noteholders Clause in Contracts

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the CARAT Owner Trustee without the consent of any of the Noteholders CARAT 20 -SN Noteholders, or any other Persons who may be the CARAT 20 -SN Certificateholders (but with prior notice to each of the Rating Agencies from the DepositorAgencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 20 -SN Noteholders of any class or the CARAT 20 -SN Certificateholders (provided provided, however, that if any such addition shall affect any class of CARAT 20 -SN Noteholders or CARAT 20 -SN Certificateholders differently from than any other class of NoteholdersCARAT 20 -SN Noteholders or CARAT 20 -SN Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe CARAT 20 -SN Noteholders or the CARAT 20 -SN Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 20 -SN Noteholders or the Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the CARAT Owner Trustee without the consent of any of the Noteholders CARAT 20 -SN Noteholders, or any other Persons who may be the CARAT 20 -SN Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 20 -SN Noteholders of any class or the CARAT 20 -SN Certificateholders (provided provided, however, that if any such addition shall affect any class of CARAT 20 -SN Noteholders or CARAT 20 -SN Certificateholders differently from than any other class of NoteholdersCARAT 20 -SN Noteholders or CARAT 20 -SN Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe CARAT 20 -SN Noteholders or the CARAT 20 -SN Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 20 -SN Noteholders or the Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor Seller and the CARAT Owner Trustee without the consent of any of the Noteholders CARAT 2005-SN1 Noteholders, or any other Persons who may be the CARAT 2005-SN1 Certificateholders (but with prior notice to each of the Rating Agencies from the DepositorAgencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 2005-SN1 Noteholders of any class or the CARAT 2005-SN1 Certificateholders (provided provided, however, that if any such addition shall affect any class of CARAT 2005-SN1 Noteholders or CARAT 2005-SN1 Certificateholders differently from than any other class of NoteholdersCARAT 2005-SN1 Noteholders or CARAT 2005-SN1 Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe CARAT 2005-SN1 Noteholders or the CARAT 2005-SN1 Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor Seller or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 2005-SN1 Noteholders or the Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) [add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of NoteholdersNoteholders or Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe Noteholders or Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) )] add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, [(v) )] evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and [(vi) )] add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes.]

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) [add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of NoteholdersNoteholders or Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe Noteholders or Certificateholders), [; provided that in the case of this clause (iii), the prior consent of the Certificateholders shall be required], (iv) )] add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, [(v) )] evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI and [(vi) )] add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of NoteholdersNoteholders or Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), provided the Noteholders or Certificateholders)[provided that in the case of this clause (iii), the consent of the Certificateholders shall be required], (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor Seller and the CARAT Owner Trustee without the consent of any of the CARAT 200_-__ Noteholders or any other Persons who may be the CARAT 200_-__ Certificateholders (but with prior notice to each of the Rating Agencies from the DepositorAgencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 200_-__ Noteholders of any class or the CARAT 200_-__ Certificateholders (provided that if any such addition shall affect any class of CARAT 200_-__ Noteholders or CARAT 200_-__ Certificateholders differently from than any other class of NoteholdersCARAT 200_-__ Noteholders or CARAT 200_-__ Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe CARAT 200_-__ Noteholders or the CARAT 200_-__ Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor Seller or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 200_-__ Noteholders or Unaffiliated the CARAT 200_-__ Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor Seller and the CARAT Owner Trustee without the consent of any of the Noteholders CARAT 200_-_ Noteholders, or any other Persons who may be the CARAT 200_-_ Certificateholders (but with prior notice to each of the Rating Agencies from the DepositorAgencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 200_-_ Noteholders of any class or the CARAT 200_-_ Certificateholders (provided provided, however, that if any such addition shall affect any class of CARAT 200_-_ Noteholders or CARAT 200_-_ Certificateholders differently from than any other class of NoteholdersCARAT 200_-_ Noteholders or CARAT 200_-_ Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe CARAT 200_-_ Noteholders or the CARAT 200_-_ Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor Seller or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 200_-_ Noteholders or the Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) [add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), [; provided that in the case of this clause (iii), the consent of the Certificateholders shall be required], (iv) )] add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, [(v) )] evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI and [(vi) )] add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) [add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), [; provided that in the case of this clause (iii), the consent of the Certificateholders shall be required], (iv) )] add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, [(v) iv)][(v)] evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI and [(vi) v)][(vi)] add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders. [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor Seller and the CARAT Owner Trustee without the consent of any of the Noteholders CARAT 2007-SN1 Noteholders, or any other Persons who may be the CARAT 2007-SN1 Certificateholders (but with prior notice to each of the Rating Agencies from the DepositorAgencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 2007-SN1 Noteholders of any class or the CARAT 2007-SN1 Certificateholders (provided provided, however, that if any such addition shall affect any class of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders differently from than any other class of NoteholdersCARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholdersthe CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders), provided that in the case of this clause (iii), the consent of the Certificateholders shall be required, (iv) add to the covenants, restrictions or obligations of the Depositor Seller or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 2007-SN1 Noteholders or the Unaffiliated Certificateholders. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.