Common use of Amendments of Underlying Trust Agreement by Xxxxxx Xxx Clause in Contracts

Amendments of Underlying Trust Agreement by Xxxxxx Xxx. In the event that Xxxxxx Mae desires to amend an Underlying Trust Agreement with respect to any Asset issued or guaranteed by Xxxxxx Xxx and directly or indirectly backing any 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 and materially affect the interest of any Holder of a related 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 such Certificates so affected representing not less than 50 percent of the then outstanding principal amount or notional principal amount of each affected Class.

Amendments of Underlying Trust Agreement by Xxxxxx Xxx. In the event that Xxxxxx Mae Xxx desires to amend an Underlying Trust Agreement with respect to any Asset issued or guaranteed by Xxxxxx Xxx and directly or indirectly backing any 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 and materially affect the interest of any Holder of a related 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 such Certificates so affected representing not less than 50 percent of the then outstanding principal amount or notional principal amount of each affected Class.