Amendment without Consent. Notwithstanding anything herein to the contrary (other than as provided in Section 9.1(c) and Section 9.2), any term or provision of this Agreement may be amended by the Issuing Entity and the Indenture Trustee without the consent of the Noteholders, Note Owners or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment for the Issuing Entity, the Seller or any of their Affiliates under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.
Amendment without Consent. The Trustee permits the Pooling and Servicing Agreement to be amended in a manner which could have a material adverse affect on BNY without first obtaining the prior written consent of BNY, where such consent is required under the Pooling and Servicing Agreement.
Amendment without Consent. The Authority and the Borrower, with the consent of the Trustee with respect to Sections 8.1(f) and 8.1(g) hereof, but without the consent of the owners of any of the Outstanding Bonds, may enter into supplements or amendments to this Agreement for any of the purposes heretofore specifically authorized in this Agreement or the Indenture, and in addition thereto for the following purposes:
(a) to cure any ambiguity or formal defect, inconsistency or provide omitted language in this Agreement or to clarify matters or questions arising hereunder;
(b) to add covenants and agreements for the purpose of further securing the obligations of the Borrower hereunder;
(c) to confirm as further assurance any mortgage or pledge of additional property, revenues, securities or funds;
(d) to secure or maintain ratings on the Bonds from Xxxxx’x and/or S&P;
(e) to describe more fully or to amplify or correct the description of any property financed under this Agreement or intended to be so or to amend or supplement Annex A to this Agreement in accordance with and subject to the conditions precedent set forth in Section 3.4 hereof;
(f) to conform the provisions of this Agreement in connection with the provisions of any supplements or amendments to the Indenture entered into pursuant to the provisions of Section 10.1 thereof;
(g) to provide any other modifications which are not prejudicial to the interests of the Bondholders; or
(h) to conform the covenants and provisions of the Borrower contained herein to any different financial statement presentation required by the Financial Accounting Standard Board which is different than the presentation required as of the date of issuance of the Bonds, so long as the effect of such conformed covenants and provisions is substantially identical to the effect of the covenants and provisions as in effect on the date of issuance of the Bonds; provided, that with respect to any such supplement or amendment the Borrower provides the Trustee with an opinion of Bond Counsel as set forth in Section 8.4 as well as an opinion of Bond Counsel to the effect that any such amendment, change or modification to this Agreement will not materially adversely affect the Bondholders.
Amendment without Consent. The Pooling and Servicing Agreement dated as of February 1, 2007 among WaMu Asset Acceptance Corp. as Depositor, Washington Mutual Bank as Seller and Servicer, Christiana Bank & Trust Company as Delaware Trustee for the Trust (the “Trust”), LaSalle Bank National Association as Trustee for the Trust and Supplemental Interest Trust Trustee (the “Supplemental Interest Trust Trustee”) for the Supplemental Interest Trust, as amended and supplemented from time to time (the “PSA”) or other transaction document is amended or modified (other than amendments and modifications solely to replace the Depositor, Seller, Servicer, Trustee or Delaware Trustee) without the prior written consent of Party A, where such consent is required under the terms of the PSA, provided in each case that such amendment or modification is materially adverse to the interests of Party A.
Amendment without Consent. The Trustee, the Trust Manager and a Servicer (in relation to a Trust) may by way of supplemental deed alter, add to or modify this deed (including this clause 36) or (subject to clause 5.3(c)) a Series Notice in respect of any one or more Trusts so long as such alteration, addition or modification either complies with clause 36.2 or is:
(a) (correct manifest error) to correct a manifest error or ambiguity or is of a formal, technical or administrative nature only;
(b) (comply with law) necessary to comply with the provisions of any statute or regulation or with the requirements of any Government Agency;
Amendment without Consent. Notwithstanding Section 14.1, the General Partner shall have the power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(a) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(b) to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement;
(c) to set forth the rights, powers, duties, and preferences of the holders of any Additional Partnership Interests issued pursuant to Section 4.2 hereof;
(d) to reflect a change that does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions; and
(e) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law. The General Partner will provide notice to the Limited Partners promptly after any action under this Section 14.2(e) is taken.
Amendment without Consent. Notwithstanding the foregoing provisions, the General Partner may amend this Agreement, without the consent of the Limited Partners, (i) to make a change that is necessary or desirable to cure any ambiguity or inconsistency and to make changes to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling, regulation or statute of any governmental body that will not be inconsistent with this Agreement, in both cases, subject to the requirement that each Limited Partner not be materially and adversely affected; or (ii) to make changes to prevent the Partnership or the General Partner from, in any manner, being deemed an “investment company” subject to the provisions of the 1940 Act; or (iii) as may be necessary or advisable to comply with the Advisers Act and any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, so long as such amendment under this clause (iii) does not materially adversely affect the interests of the existing Limited Partners; or (iv) to prevent any material and adverse effect to the Partnership or any Limited Partner arising from the application of legal restrictions to any Limited Partner, subject to the requirement that no Limited Partner be materially and adversely affected without its consent; or (v) to reflect changes made in the composition of the Limited Partners and their respective Capital Commitments in accordance with the provisions of this Agreement; or (vi) as may be necessary to make any changes negotiated with additional Limited Partners in connection with their admission to the Partnership as additional Limited Partners pursuant to Section 7.6, so long as such amendment under this clause (vi) of Section 10.7(c) does not materially adversely affect the interests of the existing Limited Partners. Promptly after entering into any amendment pursuant to this Section 10.7(c), the General Partner shall provide the Limited Partners a copy of such amendment.
Amendment without Consent. The General Partner may, without prior notice to or consent of the Limited Partners, amend any provision of this Agreement, if such amendment does not have an adverse effect upon the Limited Partners or the Partnership, as the case may be. It is intended that amendments permissible pursuant to this Section 10.1 be strictly technical in nature and include changes of the name and location of the principal place of business of the Partnership, as may be necessary or desirable under the rules of any jurisdiction in which the Partnership transacts business, any change that is necessary or advisable in the opinion in the General Partner to qualify the Partnership as a limited partnership or a partnership in which the Partners have limited liability under the laws of any state or to insure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes or to insure that the sale of any interests herein will not violate any federal or state securities laws, subject to the limitations on amendments set forth in Section 10.2, below. The General Partner shall obtain a written opinion of counsel confirming that such amendment does not contravene any provisions of this Agreement or adversely affect the Limited Partners. Written notice of the amendment shall thereafter be sent by the General Partner to the Limited Partners as soon as reasonably possible.
Amendment without Consent. Notwithstanding Section 11.11, without the consent or concurrence of any Debentureholder, the Corporation and the Indenture Trustee may amend or supplement this Indenture and the Convertible Debentures to:
(a) cure any ambiguity, defect or inconsistency or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental or ancillary hereto, provided that in the opinion of the Indenture Trustee relying on an opinion of Counsel the rights of the Debentureholders are not in any way prejudiced thereby;
(b) make any change that would provide any additional rights or benefits to the Debentureholders or that does not materially adversely affect the legal rights under this Indenture of any such Debentureholder, in each case as confirmed by an opinion of Counsel;
(c) to modify the provisions in this Indenture relating to the issuance, execution, certification, authentication, confirmation, settlement, registration, transfer or exchange of global Debentures to conform with the rules, procedures or requirements of the Depository in effect from time to time (provided such procedures are consistent, in the reasonable opinion of the Corporation, with industry practice at such time); and
(d) to modify the timing and procedural provisions in this Indenture in order to comply with any requirements of the TSXV (or any other national securities exchange in Canada on which the Convertible Debentures are then listed for trading) or the Depository (including, if applicable, to provide for a record date relating to the Gold Premium Payments) or to comply with any reasonable requirements of the escrow agent; provided, however, that such modification does not adversely affect the rights of Debentureholders, as confirmed by an opinion of Counsel.
Amendment without Consent. The Pooling and Servicing Agreement dated as of December 1, 2006 among Long Beach Securities Corp. as Depositor, Washington Mutual Bank as Seller and Servicer, Deutsche Bank National Trust Company as Trustee for the trust (the "Trust") and Supplemental Interest Trust Trustee (the "Supplemental Interest Trust Trustee") for the Supplemental Interest Trust and Deutsche Bank Trust Company, Delaware, as Delaware Trustee, as amended and supplemented from time to time (the "PSA") or other transaction document is amended or modified (other than amendments and modifications solely to replace the Depositor, Seller, Servicer, Trustee or Delaware Trustee) without the prior written consent of Party A, where such consent is required under the terms of the PSA, provided in each case that such amendment or modification is materially adverse to the interests of Party A (as notified to the Supplemental Interest Trust Trustee by Party A)
