Common use of Execution of Amendments, etc Clause in Contracts

Execution of Amendments, etc. No amendment, modification, supplement, termination or waiver of or to any provision of this Security Agreement, nor any consent to any departure by the Issuer from any provision of this Security Agreement, shall be effective unless such amendment, modification, supplement, termination or waiver shall be in writing and signed by or on behalf of each Swap Counterparty, the Collateral Agent and the Issuer; provided, that prior written notice shall have been given by the Issuer to each of the Rating Agencies; provided, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one or more of the following purposes: (A) to add to the covenants and agreements pursuant to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangements; provided, however, that such action shall not adversely affect in any material respect the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Secured Party or (y) Rating Agency Confirmation with respect to such action; provided, that the Issuer, prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;

Execution of Amendments, etc. The Facility Agent may, but shall have no obligation to, with the concurrence of the Requisite Class A Revolving Lenders or any Class A Revolving Lender, execute amendments, modifications, waivers or consents on behalf of the Requisite Class A Revolving Lenders or such Class A Revolving Lender. The Class B Agent may, but shall have no obligation to, with the concurrence of the Requisite Class B Lenders or any Class B Lender, execute amendments, modifications, waivers or consents on behalf of the Requisite Class B Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower or the Servicer in any case shall entitle the Borrower or the Servicer to any other or further notice or demand in similar or other circumstances. Any amendment, modification, supplementtermination, termination waiver or waiver consent effected in accordance with this Section 9.4 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower. Notwithstanding anything to the contrary contained in this Section 9.4, if the Directing Agent and the Borrower shall have jointly identified an obvious error or any error or omission of or to a technical nature, in each case that is immaterial (as determined by the Directing Agent in its sole discretion), in any provision of this Security Agreementthe Credit Documents, nor any consent to any departure by then the Issuer from any provision of this Security Agreement, shall be effective unless such amendment, modification, supplement, termination or waiver shall be in writing and signed by or on behalf of each Swap Counterparty, the Collateral Directing Agent and the Issuer; provided, that prior written notice Borrower shall have been given be permitted to amend such provision (or direct the amendment of such provision) and such amendment shall become effective without any further action or consent by the Issuer Requisite Lenders if the same is not objected to each of the Rating Agencies; provided, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one or more of the following purposes: (A) to add to the covenants and agreements pursuant to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed writing by the Code; Requisite Lenders within five (H5) to provide for the issuance Business Days following receipt of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangements; provided, however, that such action shall not adversely affect in any material respect the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Secured Party or (y) Rating Agency Confirmation with respect to such action; provided, that the Issuer, prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;notice thereof.

Execution of Amendments, etc. No amendment, modification, supplement, termination or waiver of or to any provision of this Security AgreementCollateral Agreement or the defined terms used herein and set forth in the Definitions List, nor any consent to any departure by the Issuer NFC from any provision of this Security Collateral Agreement, shall be effective unless the same shall be in writing and signed on behalf of the Agent, the Liquidity Agent on behalf of the Majority Banks, the Depositary, the B Support Credit Enhancers, the A Support Credit Enhancer and NFC; provided, however, that (i) the written consent of all Liquidity Lenders and the Support Credit Enhancers shall be necessary to the extent that any such amendment, modification, supplement, termination, waiver or consent (a) releases the assignment given hereunder in respect of any of the Assigned Collateral or (b) affects this Section 8.01 or Section 2.01 or 5.02 and (ii) such amendment, modification, supplement, termination or waiver shall not result in the downgrading or the withdrawal of the then current ratings of the Commercial Paper Notes provided by the Rating Agencies as evidenced by written confirmation from the Rating Agencies. Any waiver of any provision of this Collateral Agreement, and any consent to any departure by NFC from the terms of any provision of this Collateral Agreement, shall be effective only in writing the specific instance and signed by for the specific purpose for which given. No notice to or on behalf demand upon NFC in any instance hereunder shall entitle NFC to any other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing provisions of each Swap Counterpartythis Section 8.01, NFC, the Collateral Liquidity Agent, the Agent and the Issuer; providedSupport Credit Enhancers may, that prior written notice shall have been given by the Issuer at any time and from time to each of the Rating Agencies; providedtime, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one other Secured Parties, enter into any amendment, supplement or more of the following purposes: (A) to add to the covenants and agreements pursuant other modification to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any apparent ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as that may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangementsprovision herein; provided, however, that (i) any such action shall not adversely affect in any material respect have a materially adverse effect on the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party Liquidity Lenders and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests a copy of any such amendment, supplement or other modification is furnished the other Secured Party or (y) Rating Agency Confirmation Parties, in accordance with respect to such action; provided, that the Issuer, notice provisions hereof not later than ten days prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;execution thereof.

Execution of Amendments, etc. No amendment, modification, supplement, termination or waiver of or to any provision of this Security AgreementSeries 1997-1 Collateral Agreement or the defined terms used herein, nor any consent to any departure by the Issuer RFC from any provision of this Security Series 1997-1 Collateral Agreement, shall be effective unless the same shall be in writing and signed on behalf of the Series 1997-1 Collateral Agent, the Series 1997-1 Liquidity Agent on behalf of the Required Liquidity Providers, the Depositary, the Series 1997-1 Majority Credit Enhancers and RFC; provided, however, that (i) the written consent of all Series 1997-1 Liquidity Lenders, the GM Series 1997-1 Support Provider and the Series 1997-1 Support Letter of Credit Providers shall be necessary to the extent that any such amendment, modification, supplement, termination, waiver or consent (a) releases the assignment given hereunder in respect of any of the Assigned Collateral or (b) affects this Section 8.01 or Section 2.01 or 5.02 and (ii) such amendment, modification, supplement, termination or waiver shall be not result in writing and signed by the downgrading or on behalf the withdrawal of each Swap Counterparty, the Collateral Agent and then current ratings of the Issuer; provided, that prior written notice shall have been given Commercial Paper Notes provided by the Issuer to each of Rating Agencies as evidenced by written confirmation from the Rating Agencies; provided. Any waiver of any provision of this Series 1997-1 Collateral Agreement, howeverand any consent to any departure by RFC from the terms of any provision of this Series 1997-1 Collateral Agreement, that shall be effective only in the Issuer may amend specific instance and for the specific purpose for which given. No notice to or demand upon RFC in any instance hereunder shall entitle RFC to any other or further notice or demand in similar or other circumstances. Notwithstanding the foregoing provisions of this Security Agreement Section 8.01, RFC, the Series 1997-1 Liquidity Agent, the Series 1997-1 Collateral Agent, the GM Series 1997-1 Support Provider and the Series 1997-1 Support Letter of Credit Providers may, at any time and from time to time, without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one other Secured Parties, enter into any amendment, supplement or more of the following purposes: (A) to add to the covenants and agreements pursuant other modification to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any apparent ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as that may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangementsprovision herein; provided, however, that (i) any such action shall not adversely affect in any material respect have a materially adverse effect on the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party Series 1997-1 Liquidity Lenders and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests a copy of any such amendment, supplement or other modification is furnished the other Secured Party or (y) Rating Agency Confirmation Parties, in accordance with respect to such action; provided, that the Issuer, notice provisions hereof not later than ten days prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;execution thereof.

Execution of Amendments, etc. (a) No amendment, ---------------------------- modification, supplement, termination or waiver of or to any provision of this Security AgreementAgreement or the defined terms used herein and set forth in the Definitions List, nor any consent to any departure by the Issuer Finco from any provision of this Security Agreement, shall be effective unless the same shall be in writing and signed on behalf of the Agent, the Liquidity Agent on behalf of the Majority Banks, the Depositary, ▇▇▇▇▇ and Leasco; provided, however, that (i) the written consent of -------- ------- all Liquidity Lenders shall be necessary to the extent that any such amendment, modification, supplement, termination, waiver or consent (a) releases the assignment given hereunder in respect of any of the Assigned Collateral or (b) affects this Section 8.01 or Section 2.01 or 5.02 and (ii) such amendment, modification, supplement, termination or waiver shall not result in the downgrading or the withdrawal of the then current ratings of the Commercial Paper Notes provided by the Rating Agencies as evidenced by written confirmation from the Rating Agencies. Any waiver of any provision of this Agreement, and any consent to any departure by ▇▇▇▇▇ from the terms of any provision of this Agreement, shall be effective only in writing the specific instance and signed by for the specific purpose for which given. No notice to or on behalf demand upon ▇▇▇▇▇ or Leasco, respectively, in any instance hereunder shall entitle ▇▇▇▇▇ or Leasco, respectively, to any other or further notice or demand in similar or other circumstances. (b) Notwithstanding the foregoing provisions of each Swap Counterpartythis Section 8.01, ▇▇▇▇▇, the Collateral Liquidity Agent and the Issuer; providedAgent may, that prior written notice shall have been given by the Issuer at any time and from time to each of the Rating Agencies; providedtime, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one other Secured Parties, enter into any amendment, supplement or more of the following purposes: (A) to add to the covenants and agreements pursuant other modification to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any apparent ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as that may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangementsprovision herein; provided, however, that (i) any -------- ------- such action shall not adversely affect in any material respect have a materially adverse effect on the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party Liquidity Lenders and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests a copy of any such amendment, supplement or other modification is furnished the other Secured Party or (y) Parties and the Rating Agency Confirmation Agencies, in accordance with respect to such action; providedthe notice provisions hereof, that the Issuer, not later than ten days prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;execution thereof.

Execution of Amendments, etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, supplements, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. In the case of any waiver, the parties hereto shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Default or Event Default, or impair any right consequent thereon. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, supplementtermination, termination waiver or waiver consent effected in accordance with this Section 10.05 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Loan Party, on such Loan Party. Notwithstanding anything to the contrary contained in this Section 10.05, if the Administrative Agent and the Borrower Representative shall have jointly identified an obvious or manifest error or any error or omission of a technical or to immaterial nature, in each case, in any provision of this Security Agreementthe Loan Documents, nor any consent to any departure by then the Issuer from any provision of this Security Agreement, shall be effective unless such amendment, modification, supplement, termination or waiver shall be in writing and signed by or on behalf of each Swap Counterparty, the Collateral Administrative Agent and the Issuer; provided, that prior written notice Borrower Representative shall have been given be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Issuer Required Lenders within five (5) Business Days following receipt of notice thereof. In addition, notwithstanding anything to each of the Rating Agencies; providedcontrary provided herein, however, that the Issuer may amend this Security Agreement without the no consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent any Lender shall be required) and required in connection with the Noteholders for one or more marking of the following purposes: (A) to add to the covenants and agreements pursuant to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties any Loan Document of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency type described in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes Section 2.34 hereof which states in accounting policies such Section that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangements; provided, however, that such action shall not adversely affect in any material respect the interests no consent of any Secured Party; providedLender, furtherother than the applicable Incremental Revolving Loan Lender, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Secured Party or (y) Rating Agency Confirmation with respect to such action; provided, that the Issuer, prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;is required.

Execution of Amendments, etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, supplements, modifications, waivers or consents on behalf of such Lender; provided that, with respect to amendments, supplements, modifications, waivers or consents requiring the approval of a Lender which has notified the Administrative Agent in writing at the time of such amendment, supplement, modification, waiver or consent that it is unable to permit the Administrative Agent to execute on its behalf, the Administrative Agent shall not execute such amendment, supplement, modification, waiver or consent on behalf of such Lender and provided further that any such limitation with respect to such Lender shall not affect the ability of the Administrative Agent to so execute on behalf of any other Lenders or, for the avoidance of doubt, the effectiveness of any amendment, supplement, modification, waiver or consent with respect to which the applicable consents have been received. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, supplementtermination, termination waiver or waiver of or to any provision of consent effected in accordance with this Security AgreementSection 10.05 shall be binding upon each Lender at the time outstanding, nor any consent to any departure each future Lender and, if signed by the Issuer from Borrowers, on the Loan Parties. Notwithstanding anything to the contrary provided herein, no consent of any provision of this Security Agreement, Lender shall be effective unless such amendment, modification, supplement, termination or waiver shall be required in writing and signed by or on behalf connection with the making of each Swap Counterparty, the Collateral Agent and the Issuer; provided, that prior written notice shall have been given by the Issuer to each of the Rating Agencies; provided, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one or more of the following purposes: (A) to add to the covenants and agreements pursuant to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties any Loan Document of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency type described in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes Section 2.26 hereof which states in accounting policies such Section that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangements; provided, however, that such action shall not adversely affect in any material respect the interests no consent of any Secured Party; providedLender, furtherother than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Secured Party or (y) Rating Agency Confirmation with respect to such action; provided, that the Issuer, prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;is required.

Execution of Amendments, etc. No amendment, modification, supplement, termination or waiver of or to any provision of this Security Agreement, nor any consent to any departure by the Issuer from any provision of this Security Agreement, shall be effective unless such amendment, modification, supplement, termination or waiver shall be in writing and signed by or on behalf of each Swap Counterparty, the Collateral Agent and the Issuer; provided, that prior written notice shall have been given by the Issuer to each of the Rating Agencies; provided, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one or more of the following purposes: (A) to add to the covenants and agreements pursuant to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed by the Code; (H) to provide for the issuance of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangements; provided, however, that such action shall not adversely affect in any material respect the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Secured Party or (y) Rating Agency Confirmation with respect to such action; provided, that the Issuer, prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;; provided, finally, that any amendment described under clause (I) above shall be subject to (1) Rating Agency Confirmation and (2) receipt by the Collateral Agent, the Indenture Trustee and the Swap Counterparties of an Opinion of Counsel that such restructuring shall not cause the Issuer to be required to be registered as an “investment company” under the Investment Company Act. Any waiver of any provision of this Security Agreement, and any consent to any departure by the Issuer from the terms of any provision of this Security Agreement, shall be effective (i) only in the specific instance and for the specific purpose for which given and (ii) after the Issuer has provided prior notice thereof to the Rating Agencies. No notice to or demand upon the Issuer in any instance hereunder shall entitle the Issuer to any other or further notice or demand in similar or other circumstances.

Execution of Amendments, etc. The Facility Agent may, but shall have no obligation to, with the concurrence of the Requisite Class A Revolving Lenders or any Class A Revolving Lender, execute amendments, modifications, waivers or consents on behalf of the Requisite Class A Revolving Lenders or such Class A Revolving Lender. The Class B Agent may, but shall have no obligation to, with the concurrence of the Requisite Class B Lenders or any Class B Lender, execute amendments, modifications, waivers or consents on behalf of the Requisite Class B Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower or the Servicer in any case shall entitle the Borrower or the Servicer to any other or further notice or demand in similar or other circumstances. Any amendment, modification, supplementtermination, termination waiver or waiver consent effected in accordance with this Section 0 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by the Borrower, on the Borrower. Notwithstanding anything to the contrary contained in this Section 0, if the Directing Agent and the Borrower shall have jointly identified an obvious error or any error or omission of or to a technical nature, in each case that is immaterial (as determined by the Directing Agent in its sole discretion), in any provision of this Security Agreementthe Credit Documents, nor any consent to any departure by then the Issuer from any provision of this Security Agreement, shall be effective unless such amendment, modification, supplement, termination or waiver shall be in writing and signed by or on behalf of each Swap Counterparty, the Collateral Directing Agent and the Issuer; provided, that prior written notice Borrower shall have been given be permitted to amend such provision (or direct the amendment of such provision) and such amendment shall become effective without any further action or consent by the Issuer Requisite Lenders if the same is not objected to each of the Rating Agencies; provided, however, that the Issuer may amend this Security Agreement without the consent of the Collateral Agent (except with respect to clause (D) below for which Collateral Agent prior written consent shall be required) and the Noteholders for one or more of the following purposes: (A) to add to the covenants and agreements pursuant to this Security Agreement for the benefit of the Holders of the Senior Notes; (B) to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in this Security Agreement or in any amendment to this Security Agreement; (C) to add such provisions with respect to matters or questions arising under this Security Agreement as may be necessary or desirable and not inconsistent with this Security Agreement, (D) to add to the duties of the Issuer or the Collateral Agent; (E) to add or amend any provisions of this Security Agreement as required by any Rating Agency or any other nationally recognized statistical rating agency in order to maintain or improve any rating of the Notes; (F) to comply with any requirement imposed by changes in accounting policies that do not materially impact the Notes; (G) to comply with any requirements imposed writing by the Code; Requisite Lenders within five (H5) to provide for the issuance Business Days following receipt of one or more Series of callable notes by the Issuer; or (I) to restructure the Program, including to add AHL REIT as a seller of Mortgage Loans, to provide for the holding of securities secured by Mortgage Loans by the Issuer and to modify the swap arrangements; provided, however, that such action shall not adversely affect in any material respect the interests of any Secured Party; provided, further, that such action shall be deemed to not materially and adversely affect the interests of any Secured Party if the Collateral Agent receives (i) an Officer’s Certificate of the Issuer certifying that such action will not adversely affect in any material respect the interests of any Secured Party and (ii) (x) an Opinion of Counsel that such action will not adversely affect in any material respect the interests of any Secured Party or (y) Rating Agency Confirmation with respect to such action; provided, that the Issuer, prior to any material amendment, shall obtain Rating Agency Confirmation with respect to such amendment (and provide the same to the Collateral Agent); provided, further, that an Opinion of Counsel shall be furnished to the Collateral Agent or its designated agent to the effect that such amendment (i) will not cause the Notes to fail to qualify as debt for United States federal income tax purposes and (ii) will not cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes;notice thereof.