Common use of Amendments Without Consent of Certificateholders Clause in Contracts

Amendments Without Consent of Certificateholders. The Series Trust Agreement may, subject to any rights of the Noteholders, if applicable, hereunder or under the Indenture, be amended by the Depositor and the Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agency), to (a) cure any error or ambiguity, (b) correct or supplement any provision in the Series Trust Agreement that may be defective or inconsistent with any other provision in the Series Trust Agreement, (c) add or supplement any credit enhancement for the benefit of the Certificateholders (except that if any such addition affects any Class of Certificateholders differently from any other Class of Certificateholders, then the Depositor must obtain an Opinion of Counsel stating that the addition will not have a material adverse effect on the interests of any affected Class of Certificateholders) and provided that any such addition shall not, as evidenced by an Opinion of Counsel, adversely affect the classification of the Trust for federal income tax purposes, (d) add to the covenants, restrictions or obligations of the Depositor or the Trustee for the benefit of the Certificateholders, (e) evidence and provide for the acceptance of the appointment of a successor Trustee with respect to the Trust Assets 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 VII, and (f) add, change or eliminate any other provision of the Series Trust Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, either (i) adversely affect in any material respect the interests of the Certificateholders or (ii) affect the tax status of the Trust or result in a sale or exchange of any Certificate for tax purposes, provided that, in each case, the Trustee has received written confirmation from each Rating Agency that the Rating Agency Condition will be satisfied if such amendment is made and (g) to comply with any requirements imposed by the Code.

Amendments Without Consent of Certificateholders. The Series Trust Agreement may, subject to any rights of the Noteholders, if applicable, hereunder or under the Indenture, may be amended by the Depositor and the Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agency), to (a) cure any error or ambiguity, (b) correct or supplement any provision in the Series Trust Agreement that may be defective or inconsistent with any other provision in the Series Trust Agreement, (c) add or supplement any credit enhancement for the benefit of the Certificateholders (except that if any such addition affects any Class of Certificateholders differently from any other Class of Certificateholders, then the Depositor must obtain an Opinion of Counsel stating that the addition will not have a material adverse effect on the interests of any affected Class of Certificateholders) and provided that any such addition shall not, as evidenced by an Opinion of Counsel, adversely affect the classification of the Trust for federal income tax purposes, (d) add to the covenants, restrictions or obligations of the Depositor or the Trustee for the benefit of the Certificateholders, (e) evidence and provide for the acceptance of the appointment of a successor Trustee with respect to the Trust Assets 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 VII, and (f) add, change or eliminate any other provision of the Series Trust Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, either (i) adversely affect in any material respect the interests of the Certificateholders or (ii) affect the tax status of the Trust or result in a sale or exchange of any Certificate for tax purposes, provided that, in each case, the Trustee has received written confirmation from each Rating Agency that the Rating Agency Condition will be satisfied if such amendment is made and (g) to comply with any requirements imposed by the Code.

Amendments Without Consent of Certificateholders. The Series Trust Agreement mayTransferor, subject to any rights of the NoteholdersServicer, if applicable, hereunder or under the Indenture, be amended by the Depositor Back-up Servicer and the Trustee Trustee, with the prior written consent of MBIA but without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the Certificateholders (but with prior notice to following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel if requested by the Rating Agency)Trustee, to will not have a material adverse affect on the Controlling Holders: (a) cure to correct or amplify the description of any error property at any time included in the Trust Estate, or ambiguitybetter to assure, convey and confirm unto the Trustee any property included or required to be included in the Trust Estate, or to include in the Trust Estate any additional property; or (b) to evidence the succession of another Person to the Transferor, and the assumption by such successor of the covenants of the Transferor herein and in the Certificates contained, in accordance with Section 11.02(o) hereof; or (c) to add to the covenants of the Transferor, for the benefit of MBIA or the Holders of all Certificates or to surrender any right or power herein conferred upon the Transferor; or (d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (e) to cure any ambiguity, to correct or supplement any provision in the Series Trust Agreement that herein which may be defective or inconsistent with any other provision in the Series Trust provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement; (cf) add or supplement any credit enhancement for to evidence the benefit succession of the Certificateholders (except that if any such addition affects any Class of Certificateholders differently from any other Class of Certificateholders, then the Depositor must obtain an Opinion of Counsel stating that the addition will not have a material adverse effect on the interests of any affected Class of Certificateholders) and Trustee pursuant to Article Seven hereof; provided that any such addition shall not, amendment does not modify this Agreement in a manner described in paragraphs (i) through (viii) of Section 9.02(a) hereof; or (g) as evidenced by an Opinion of Counsel, adversely affect the classification of the Trust for federal income tax purposes, (d) add to the covenants, restrictions or obligations of the Depositor or the Trustee for the benefit of the Certificateholders, (e) evidence and provide for the acceptance of the appointment of a successor Trustee with respect to the Trust Assets and add to or change any provisions as shall may be necessary to facilitate effectuate the administration issuance of any Class B Certificates in accordance with the trusts hereunder by more than one trustee pursuant to Article VII, terms of this Agreement and (f) add, change or eliminate the Class B Supplement; provided that any other provision of the Series Trust such amendment does not modify this Agreement in any a manner that shall not, as evidenced by an Opinion of Counsel, either described in paragraphs (i) adversely affect in any material respect the interests through (viii) of the Certificateholders Section 9.02(a) or (iib) affect hereof. The Trustee is hereby authorized to join in the tax status of the Trust or result in a sale or exchange execution of any Certificate for tax purposessuch amendment and to make any further appropriate agreements and stipulations that may be therein contained, provided thatbut the Trustee shall not be obligated to enter into any such amendment that affects the Trustee's own rights, in each caseduties, liabilities or immunities under this Agreement or otherwise. Promptly after the execution by the Transferor, the Servicer, the Back-up Servicer and the Trustee has received written confirmation from each Rating Agency that of any amendment pursuant to this Section, the Transferor shall mail to the Rating Agency Condition will be satisfied if Agencies and each Certificateholder a copy of such amendment is made and (g) to comply with any requirements imposed by the Codeamendment.