Common use of Modifications; Amendment Clause in Contracts

Modifications; Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders shall not amend or modify this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating Agencies shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any provisions herein that may be defective or inconsistent with any other provisions herein or with the Servicing Agreement, (ii) entered into pursuant to Section 38 of this Agreement or (iii) to correct or supplement any provision herein that may be defective or inconsistent with any other provisions of this Agreement. Notwithstanding anything to the contrary, with respect to any request for an amendment to this Agreement while DB or an affiliate thereof is the Note B Holder, neither the Master Servicer nor the Special Servicer shall process, review or otherwise investigate or approve such request, but shall execute any such amendment on behalf of the Securitization Trust at the direction of the Trust Directing Holder (as defined in the Servicing Agreement). The Master Servicer shall forward any such request to the Trust Directing Holder, and the Trust Directing Holder shall be entitled to provide consent on behalf of the Securitization Trust as holder of Note A. If the Trust Directing Holder so consents, the Trust Directing Holder shall instruct the Master Servicer to execute the amendment on behalf of the Securitization Trust, and such amendment will be deemed to be in compliance with the Servicing Standard. In addition, any amendment to a provision of this Agreement impacting the timing, amount or nature of any payments or reimbursements to the Master Servicer, the Special Servicer or any other party to the Servicing Agreement shall require the consent of such Master Servicer, Special Servicer or party to the Servicing Agreement.