Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income.
Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Determination Date or Payment Date) by the Servicer, the Depositor, the Depositor Loan Trustee, the Issuer and the Issuer Loan Trustee, by a written instrument signed by each of them, upon the consent of the Required Noteholders, provided that the Rating Agency Condition shall have been satisfied with respect to any such amendment; and provided, further, any amendment which affects the rights, duties, immunities or liabilities of the Administrative Agent shall also require the Administrative Agent’s prior written consent; and provided, further, that no such amendment shall directly or indirectly (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Noteholder; and provided further that, to the extent an amendment or waiver of a corresponding provision of the Indenture would require the consent of each affected Holder or of a higher percentage of Holders, any amendment or waiver of this Agreement requires the consent of the same percentage of Holders.
Amendment; Waiver of Past Defaults; Assignment. (a) This Servicing Agreement may be amended from time to time by the Servicer, the Co-Issuers and the Loan Trustee, by a written instrument signed by each of them, but without consent of any of the Noteholders (i) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or (ii) as may be necessary or advisable in order to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on any Co-Issuer’s property or its income; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or Loan Trustees as evidenced by an Officer’s Certificate of each Co-Issuer to such effect delivered to the Indenture Trustee and the Loan Trustees. Additionally, this Servicing Agreement may be amended from time to time by the Servicer, the Co-Issuers and the Loan Trustees, by a written instrument signed by each of them, but without consent of any of the Noteholders, provided, however, that the party requesting such amendment shall, at its own expense, provide the Indenture Trustee with an Opinion of Counsel and an Officer’s Certificate each stating that such amendment: (i) will not materially adversely affect the interests of the Noteholders and (ii) is permitted by this Servicing Agreement.
