Common use of Amendments of PC Agreement, Multiclass Certificate Agreement and/or this Agreement Clause in Contracts

Amendments of PC Agreement, Multiclass Certificate Agreement and/or this Agreement. In the event that Freddie Mac desires to amend any PC Agreement, any Multiclass Certificate Agreement or this Agreement (or any predecessor) with respect to any Asset issued or guaranteed by Freddie Mac and directly or indirectly backing a Pass-Through 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 and materially affect the interest of any Holder of a Pass-Through 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 Pass-Through Certificates so affected representing not less than 50 percent of the then outstanding principal amount or notional principal amount of each affected Class of Pass-Through Certificates; provided further, however, that nothing in the immediately preceding proviso shall require, or be construed to require, the consent of Holders of Pass-Through Certificates to any amendment to any PC Agreement or other agreement made in connection with the modification of Freddie Mac’s procedures for calculating payments or passing through full or partial prepayments, as contemplated by such PC Agreement or other agreement, as to any PCs (whether issued before, on or after September 1, 1995) directly or indirectly backing any Pass-Through Pool which is formed on or after September 1, 1995.

Amendments of PC Agreement, Multiclass Certificate Agreement and/or this Agreement. In the event that Freddie Xxxxxxx Mac desires to amend any PC Agreement, any Multiclass Certificate Agreement or this Agreement (or any predecessor) with respect to any Asset issued or guaranteed by Freddie Xxxxxxx Mac and directly or indirectly backing a Pass-Through 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 and materially affect the interest of any Holder of a Pass-Through 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 Pass-Through Certificates so affected representing not less than 50 percent of the then outstanding principal amount or notional principal amount of each affected Class of Pass-Through Certificates; provided further, however, that nothing in the immediately preceding proviso shall require, or be construed to require, the consent of Holders of Pass-Through Certificates to any amendment to any PC Agreement or other agreement made in connection with the modification of Freddie Xxxxxxx Mac’s procedures for calculating payments or passing through full or partial prepayments, as contemplated by such PC Agreement or other agreement, as to any PCs (whether issued before, on or after September 1, 1995) directly or indirectly backing any Pass-Through Pool which is formed on or after September 1, 1995.