Common use of Supplemental Indentures or Amendments Without Consent of Noteholders Clause in Contracts

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of the Noteholders but with the consent of the Certificate Insurer, unless a Certificate Insurer Default is then continuing, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Contribution Agreement or any other Security Document, for any of the following purposes: (1) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected; (2) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (3) to modify the Indenture, the Property Management Agreement, the Contribution Agreement or any other Security Document so long as the interests of the Noteholders would not be adversely affected; (4) to add to the covenants of the Issuer or any other Person for the benefit of the Noteholders or to surrender any right or power herein or therein conferred upon the Issuer; (5) to add any additional events of default hereunder or under the Property Management Agreement or any other Security Document, provided such action shall not adversely affect the interests of the Noteholders; (6) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, the Grantor Trust Trustee, Master Servicer, Back-up Servicer, Special Servicer or Property Manager; or (7) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in the Notes, the Property Management Agreement, the Contribution Agreement or any other Security Document provided such action shall not adversely affect the interests of the Noteholders. No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes to be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.001-3, and furnished each such Opinion of Counsel to the Indenture Trustee in connection therewith and (ii) the party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer an opinion of counsel that, where required above, such action will not adversely affect the interests of Noteholders.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of the Noteholders but with the consent of the Certificate Insurer, unless a Certificate Insurer Default is then continuingAgent and Oakwood Servicing (for so long as it holds any LLC Interests), the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, Notes or the Property Management Receivables Purchase Agreement, the Contribution Agreement or any other Security Document, for any of the following purposes: (1) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affectedTrustee; (2) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (3) to modify the IndentureIndenture or the Receivables Purchase Agreement as required by, the Property Management Agreementor made necessary by any change in, the Contribution Agreement or any other Security Document so long as the interests of the Noteholders would not be adversely affectedapplicable law; (4) to add to the covenants of the Issuer or any other Person for the benefit of the Noteholders or to surrender any right or power herein or therein conferred upon the Issuer; (5) to add any additional events of default hereunder or under the Property Management Agreement or any other Security Document, provided such action shall not adversely affect the interests of the Noteholders; (6) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, the Grantor Trust Trustee, Master Servicer, Back-up Servicer, Special REMIC Servicer or Property ManagerREMIC Sub-Servicer; or (75) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in the Notes, Notes or the Property Management Receivables Purchase Agreement, the Contribution Agreement or any other Security Document provided such action shall not adversely affect the interests of the Noteholders. No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and obtains an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes to be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.001Section. 1.1001-3, and furnished furnishes each such Opinion of Counsel to the Indenture Trustee in connection therewith therewith, and (ii) with respect to the clauses (1) and (3) above, the party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer an opinion Opinion of counsel Counsel that, where required above, such action will not adversely affect the interests of NoteholdersNoteholders under this Indenture in any material way.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of the Noteholders but with the consent of the Certificate Insurer, unless a Certificate Insurer Default is then continuingany Noteholder, the Issuer and the Indenture Trusteeparties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Contribution Agreement any Guaranty or any other Security DocumentTransaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, any Guaranty or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affectedaffected in any material respect; (23) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (34) to modify the Indenture, the Property Management Agreement, the Contribution Agreement any Guaranty or any other Security Document Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affectedaffected in any material respect; (45) to add to the covenants of the Issuer Issuer, or any other Person party for the benefit of the Noteholders Noteholders, or to surrender any right or power herein or therein conferred upon the IssuerIssuer under this Indenture, any Asset Transfer Agreement or any Guaranty; (56) to add any additional events Events of default hereunder or under the Property Management Agreement or any other Security DocumentDefault hereunder; provided, provided that such action shall not adversely affect the interests of the Noteholders;Noteholders in any material respect; or (67) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee. Without the consent of any Noteholder, the Grantor Trust Issuer and the Indenture Trustee, Master Servicerat any time and from time to time, Back-up Servicer, Special Servicer may enter into one or Property Manager; or (7) more amendments to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in the Notes, the Property Management Account Control Agreement, the Contribution Agreement or any other Security Document provided such action shall not adversely affect the interests of the Noteholders. No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes to be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.001-3, and furnished each such Opinion of Counsel to the Indenture Trustee in connection therewith and (ii) the party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer an opinion of counsel that, where required above, such action will not adversely affect the interests of Noteholders.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of the Noteholders but with the consent of the Certificate Insurer, unless a Certificate Insurer Default is then continuingany Noteholders, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto hereto, or to the Notes, in form satisfactory to the Property Management Agreement, the Contribution Agreement or any other Security DocumentIndenture Trustee, for any of the following purposes: (1) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected; (2) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (3) to modify the IndentureIndenture as required by applicable law, the Property Management Agreement, the Contribution Agreement or any other Security Document so long as the interests of the Noteholders would not be adversely affected; (4) to add to the covenants of the Issuer or any other Person for the benefit of the Noteholders or to surrender any right or power herein or therein conferred upon the Issuer; (5) to add any additional events Events of default hereunder or under the Property Management Agreement or any other Security DocumentDefault, provided such action shall not adversely affect the interests of the Noteholders; (6) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee, the Grantor Trust Trustee, Master Servicer, Back-up Servicer, Special Servicer or Property Manager; or (7) to (i) correct any typographical error or error, (ii) cure any ambiguity, mistake or to cure, correct (iii) make or supplement any defective or inconsistent provision herein or in the Notes, the Property Management Agreement, the Contribution Agreement or amend any other Security Document provided provisions with respect to matters or questions arising under this Indenture which are not inconsistent with the provisions thereof; provided, that such action shall not materially adversely affect the interests of any Noteholders or affect in any material respect the Noteholderspermitted activities of the Indenture Trustee hereunder. No For any supplemental indenture or amendment pursuant to (1)-(7) above, no such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes to be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.001-3, and furnished each such Opinion of Counsel to the Indenture Trustee in connection therewith and (ii) the party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer, at such party’s expense (unless requested by the Indenture Trustee, then at the expense of the Issuer as an Extraordinary Expense), (i) an opinion of Independent counsel that, where required above, such action will not adversely affect or materially adversely affect, as the case may be, the interests of any Noteholders, or (ii) solely as to an amendment pursuant to (7)(ii) above, an Officer’s Certificate of the Depositor identifying the mistake, stating that the amendment is needed to correct the mistake and describing the basis for such conclusion.