Amendments of an Underlying. Trust Agreement and/or this Agreement by Xxxxxxx Mac. In the event that Xxxxxxx Mac desires to amend any Underlying Trust Agreement or this Agreement (or any predecessor) with respect to any Asset issued or guaranteed by Xxxxxxx Mac directly or indirectly backing any REMIC Pool (including a Lower-Tier REMIC Pool), the Administrator (or its agent) on behalf of the Trustee may give any such consent thereto as may need to be given by the record holder of such Asset; provided, however, that if any such amendment would adversely affect in any material respect the interest of any Holder of a REMIC Certificate (including, for this purpose, a related Upper-Tier Class) or MACR Certificate, the Administrator (or its agent) on behalf of the Trustee may consent to such amendment only with the written consent of the Holders of Certificates so affected representing not less than 50 percent of the then outstanding principal amount of each affected Class; provided further, however, that nothing in the immediately preceding proviso shall require, or be construed to require, the consent of Holders of Certificates to any amendment to any Underlying Trust Agreement or other agreement made in connection with the modification of Xxxxxxx Mac’s procedures for calculating payments or passing through full or partial prepayments, as contemplated by such Underlying Trust Agreement or other agreement, as to any Assets issued before, on or after September 1, 1995 directly or indirectly backing any REMIC Pool which is formed on or after September 1, 1995 by Xxxxxxx Mac.
