Common use of The Amendment Clause in Contracts

The Amendment. (a) Section 4.09(a) is hereby amended by adding the following sentence to the end of the section: Provided, however, that in lieu of an Investment Letter covering clause (i) above, an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust to become subject to the Investment Company Act of 1940. (b) Section 4.09(a)(iii) is hereby amended by adding the following words to the end of the section after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (c) Section 4.09(g) is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) to a single beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the Trust, the Certificate Registrar, the Servicer, or the Sponsor, to the effect such pledge or transfer will not cause the Trust to be subject to federal income tax. (d) Section 6.01(b) is hereby amended and restated in its entirety to read as follows: The Seller covenants that for so long as it is a REIT, it will not Transfer the Ownership Interest in the Trust other than as set forth in Section 4.09(g). (e) The first paragraph of Exhibit A is hereby amended to add the following words to the end of the first sentence after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (f) Exhibit C is hereby amended by amending and restating in its entirety the paragraph numbered 3 to read as follows: The Certificateholder understands that the Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred to a person whom the transferor reasonably believes is (A) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, (I) in a transaction pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (II) exempt from the registration requirements of the Securities Act and any such state securities laws and an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust to become subject to the Investment Company Act of 1940. The Certificateholder understands that the Certificate bears a legend to the foregoing effect. (g) Exhibit C is hereby amended by adding brackets before the first word and after the last word of paragraphs 5 and 11 and by adding the following bracketed sentence to the end of paragraph 5: [Only include if an Opinion of Counsel contemplated by Section 4.09(a) of the Trust Agreement is not being delivered.] and by adding the following bracketed sentence to the end of paragraph 11: [Only include if an Opinion of Counsel contemplated by Section 4.09(g) of the Trust Agreement is not being delivered.]

The Amendment. (a) Section 4.09(a) is hereby amended by adding the following sentence to the end of the section: Provided, however, that in lieu of an Investment Letter covering clause (i) above, an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust Issuing Entity to become subject to the Investment Company Act of 1940. (b) Section 4.09(a)(iii) is hereby amended by adding the following words to the end of the section after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST ISSUING ENTITY TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (c) Section 4.09(g) is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) to a single beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the TrustIssuing Entity, the Certificate Registrar, the Servicer, or the Sponsor, to the effect such pledge or transfer will not cause the Trust Issuing Entity to be subject to federal income tax. (d) Section 6.01(b) is hereby amended and restated in its entirety to read as follows: The Seller Depositor covenants that for so long as it is a REIT, it will not Transfer the Ownership Interest in the Trust Issuing Entity other than as set forth in Section 4.09(g). (e) The first paragraph of Exhibit A is hereby amended to add the following words to the end of the first sentence after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST ISSUING ENTITY TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (f) Exhibit C is hereby amended by amending and restating in its entirety the paragraph numbered 3 to read as follows: The Certificateholder understands that the Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred to a person whom the transferor reasonably believes is (A) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust Issuing Entity or an affiliate of such Person, (I) in a transaction pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (II) exempt from the registration requirements of the Securities Act and any such state securities laws and an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust Issuing Entity to become subject to the Investment Company Act of 1940. The Certificateholder understands that the Certificate bears a legend to the foregoing effect. (g) Exhibit C is hereby amended by adding brackets before the first word and after the last word of paragraphs 5 and 11 and by adding the following bracketed sentence to the end of paragraph 5: [Only include if an Opinion of Counsel contemplated by Section 4.09(a) of the Trust Agreement is not being delivered.] and by adding the following bracketed sentence to the end of paragraph 11: [Only include if an Opinion of Counsel contemplated by Section 4.09(g) of the Trust Agreement is not being delivered.]

The Amendment. (a) Section 4.09(a) is hereby amended by adding the following sentence to the end of the section: Provided, however, that in lieu of an Investment Letter covering clause (i) above, an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust Issuing Entity to become subject to the Investment Company Act of 1940. (b) Section 4.09(a)(iii) is hereby amended by adding the following words to the end of the section after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST ISSUING ENTITY TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (c) Section 4.09(g) is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) of a 100% Percentage Interest of all of the Certificates, and (ii) (a) to a single beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (iib) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the TrustIssuing Entity, the Certificate Registrar, the Servicer, or the Sponsor, to the effect such pledge or transfer will not cause the Trust Issuing Entity to be subject to an entity-level tax for federal income taxtax purposes. (d) Section 6.01(b) is hereby amended and restated in its entirety to read as follows: The Seller covenants that for so long as it is a REIT, it will not Transfer the Ownership Interest in the Trust other than as set forth in Section 4.09(g). (e) The first paragraph of Exhibit A and the second paragraph of Exhibit E is hereby amended to add the following words to the end of the first second sentence after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST ISSUING ENTITY TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (fe) Exhibit C is hereby amended by amending and restating in its entirety the paragraph numbered 3 to read as follows: The Certificateholder understands that the Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred to a person whom the transferor reasonably believes is (A) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust Issuing Entity or an affiliate of such Person, (I) in a transaction pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (II) exempt from the registration requirements of the Securities Act and any such state securities laws and an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust Issuing Entity to become subject to the Investment Company Act of 1940. The Certificateholder understands that the Certificate bears a legend to the foregoing effect. (f) The third to last paragraph of Exhibit A and the penultimate paragraph of Exhibit E is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) of a 100% Percentage Interest of all the Certificates and (ii) either (a) to a beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (b) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the Issuing Entity, the Certificate Registrar, the Servicer, or the Sponsor, to the effect such pledge or transfer will not cause the Issuing Entity to be subject to an entity-level tax for federal income tax purposes. (g) Exhibit C is hereby amended by adding brackets before the first word and after the last word of paragraphs 5 and 11 and by adding the following bracketed sentence to the end of paragraph 5: [Only include if an Opinion of Counsel contemplated by Section 4.09(a) of the Trust Agreement is not being delivered.] and by adding the following bracketed sentence to the end of paragraph 11: [Only include if an Opinion of Counsel contemplated by Section 4.09(g) of the Trust Agreement is not being delivered.]

The Amendment. (a) Section 4.09(a) is hereby amended by adding the following sentence to the end of the section: Provided, however, that in lieu of an Investment Letter covering clause (i) above, an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust Issuer to become subject to the Investment Company Act of 1940. (b) Section 4.09(a)(iii) is hereby amended by adding the following words to the end of the section after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST ISSUER TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (c) Section 4.09(g) is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) to a single beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the TrustIssuer, the Certificate Registrar, the Servicer, or the Sponsor, to the effect such pledge or transfer will not cause the Trust Issuer to be subject to federal income tax. (d) Section 6.01(b) is hereby amended and restated in its entirety to read as follows: The Seller Depositor covenants that for so long as it is a REIT, it will not Transfer the Ownership Interest in the Trust Issuer other than as set forth in Section 4.09(g). (e) The first paragraph of Exhibit A is hereby amended to add the following words to the end of the first sentence after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST ISSUER TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (f) Exhibit C is hereby amended by amending and restating in its entirety the paragraph numbered 3 to read as follows: The Certificateholder understands that the Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred to a person whom the transferor reasonably believes is (A) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust Issuer or an affiliate of such Person, (I) in a transaction pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (II) exempt from the registration requirements of the Securities Act and any such state securities laws and an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust Issuer to become subject to the Investment Company Act of 1940. The Certificateholder understands that the Certificate bears a legend to the foregoing effect. (g) Exhibit C is hereby amended by adding brackets before the first word and after the last word of paragraphs 5 and 11 and by adding the following bracketed sentence to the end of paragraph 5: [Only include if an Opinion of Counsel contemplated by Section 4.09(a) of the Trust Agreement is not being delivered.] and by adding the following bracketed sentence to the end of paragraph 11: [Only include if an Opinion of Counsel contemplated by Section 4.09(g) of the Trust Agreement is not being delivered.]

The Amendment. (a) Section 4.09(a) is hereby amended by adding the following sentence to the end of the section: Provided, however, that in lieu of an Investment Letter covering clause (i) above, an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust to become subject to the Investment Company Act of 1940. (b) Section 4.09(a)(iii) is hereby amended by adding the following words to the end of the section after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (c) Section 4.09(g) is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) to a single beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (ii) accompanied by an Opinion of Counsel satisfactory to the Owner Trustee, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the Trust, the Certificate Registrar, the Master Servicer, the Backup Servicer or the Sponsor, to the effect such pledge or transfer will not cause the Trust to be subject to federal income tax. (d) Section 6.01(b) is hereby amended and restated in its entirety to read as follows: The Seller covenants that for so long as it is a REIT, it will not Transfer the Ownership Interest in the Trust other than as set forth in Section 4.09(g). (e) Section 7.06 is hereby amended to add “other than as set forth in Section 4.09(g)” after the word “REIT” in clause (b) of the first sentence such that the first sentence reads as follows: Neither the Owner Trustee nor the Sponsor shall take any action (a) that violates or results in a breach of or is inconsistent with the purposes of the Trust set forth in Section 2.03; (b) that causes or effectuates a Transfer of the Seller’s Ownership Interest in the Trust for so long as the Seller is a REIT other than as set forth in Section 4.09(g) or (c) that, to the actual knowledge of the Sponsor and the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for Federal income tax purposes. (f) The first paragraph of Exhibit A is hereby amended to add the following words to the end of the first sentence after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (fg) Exhibit C is hereby amended by amending and restating in its entirety the paragraph numbered 3 to read as follows: The Certificateholder understands that the Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred to a person whom the transferor reasonably believes is (A) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, (I) in a transaction pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (II) exempt from the registration requirements of the Securities Act and any such state securities laws and an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust to become subject to the Investment Company Act of 1940. The Certificateholder understands that the Certificate bears a legend to the foregoing effect. (gh) Exhibit C is hereby amended by adding brackets before the first word and after the last word of paragraphs 5 and 11 and by adding the following bracketed sentence to the end of paragraph 5: [Only include if an Opinion of Counsel contemplated by Section 4.09(a) of the Trust Agreement is not being delivered.] and by adding the following bracketed sentence to the end of paragraph 11: [Only include if an Opinion of Counsel contemplated by Section 4.09(g) of the Trust Agreement is not being delivered.]

The Amendment. (a) Section 4.09(a) is hereby amended by adding the following sentence to the end of the section: Provided, however, that in lieu of an Investment Letter covering clause (i) above, an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust to become subject to the Investment Company Act of 1940. (b) Section 4.09(a)(iii) is hereby amended by adding the following words to the end of the section after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (c) Section 4.09(g) is hereby amended and restated in its entirety to read as follows: No pledge or transfer of the Certificates shall be effective unless such pledge or transfer is (i) to a single beneficial owner that represents that it qualifies for taxation as a REIT or is a Qualified REIT Subsidiary or (ii) accompanied by an Opinion of Counsel satisfactory to the Owner TrusteeTrustee and the Note Insurer, which Opinion of Counsel shall not, unless otherwise agreed, be an expense of the Trust, the Certificate Registrar, the Master Servicer, the Backup Servicer, the Note Insurer or the Sponsor, to the effect such pledge or transfer will not cause the Trust to be subject to federal income tax. (d) Section 6.01(b) is hereby amended and restated in its entirety to read as follows: The Seller covenants that for so long as it is a REIT, it will not Transfer the Ownership Interest in the Trust other than as set forth in Section 4.09(g). (e) Section 7.06 is hereby amended to add “other than as set forth in Section 4.09(g)” after the word “REIT” in clause (b) of the first sentence such that the first sentence reads as follows: Neither the Owner Trustee nor the Sponsor shall take any action (a) that violates or results in a breach of or is inconsistent with the purposes of the Trust set forth in Section 2.03; (b) that causes or effectuates a Transfer of the Seller’s Ownership Interest in the Trust for so long as the Seller is a REIT other than as set forth in Section 4.09(g) or (c) that, to the actual knowledge of the Sponsor and the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for Federal income tax purposes. (f) The first paragraph of Exhibit A is hereby amended to add the following words to the end of the first sentence after the word “LAWS” and before the period: UNLESS AN OPINION OF COUNSEL IS DELIVERED TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR THAT (I) SUCH TRANSFER OR EXCHANGE MAY BE MADE PURSUANT TO AN EXEMPTION, DESCRIBING THE APPLICABLE EXEMPTION AND THE BASIS THEREFORE, FROM THE SECURITIES ACT OR IS BEING MADE PURSUANT TO THE SECURITIES ACT AND (II) SUCH TRANSFER OR EXCHANGE WILL NOT CAUSE THE TRUST TO BECOME SUBJECT TO THE INVESTMENT COMPANY ACT OF 1940. (fg) Exhibit C is hereby amended by amending and restating in its entirety the paragraph numbered 3 to read as follows: The Certificateholder understands that the Certificate has not been and will not be registered under the Securities Act and may be offered, sold, pledged or otherwise transferred to a person whom the transferor reasonably believes is (A) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (B) a Person involved in the organization or operation of the Trust or an affiliate of such Person, (I) in a transaction pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (II) exempt from the registration requirements of the Securities Act and any such state securities laws and an Opinion of Counsel is delivered to the Owner Trustee and the Certificate Registrar that (i) such transfer or exchange may be made pursuant to an exemption, describing the applicable exemption and the basis therefore, from the Securities Act or is being made pursuant to the Securities Act and (ii) such transfer or exchange will not cause the Trust to become subject to the Investment Company Act of 1940. The Certificateholder understands that the Certificate bears a legend to the foregoing effect. (gh) Exhibit C is hereby amended by adding brackets before the first word and after the last word of paragraphs paragraph 5 and 11 and by adding the following bracketed sentence to the end of paragraph 5: [Only include if an Opinion of Counsel contemplated by Section 4.09(a) of the Trust Agreement is not being delivered.] and ] (i) Exhibit C is hereby amended by adding the following bracketed sentence to the end of a paragraph 11numbered 10 after paragraph 9 which will read as follows: [The Certificateholder qualifies for taxation as a REIT or is a qualified REIT subsidiary.] [Only include if an Opinion of Counsel contemplated by Section 4.09(g) of the Trust Agreement is not being delivered.]