Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen:

Appears in 73 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-S2 Trust), Pooling and Servicing Agreement (RFMSI Series 2006-S1 Trust), Pooling and Servicing Agreement (RFMSI Series 2006-S4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ____________ , 200_ __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 37 contracts

Samples: Series Supplement to Pooling and Servicing Agreement (RALI Series 2005-Qa6 Trust), Pooling and Servicing Agreement (RALI Series 2005-Qo4 Trust), Pooling and Servicing Agreement (RALI Series 2005-Qa8 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ _____________, 200 __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 20 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2006-Qs12 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qa3 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qo5 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ___________~~, 20~~___, 200 ___ ~~[Trustee]~~ ================== ------------------ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 19 contracts

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc), Series Supplement to Pooling and Servicing Agreement (Residential Accredit Loans Inc Rali Series 2004 Qa1 Trust), Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ _____________ , 200_ __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 16 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2007-Qh2 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qa1 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qa2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ___________, ~~20_~~200___ ~~[Trustee]~~ ================== ------------------ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 15 contracts

Samples: Series Supplement to Pooling and Servicing Agreement (Residential Accredit Loans Inc), Pooling and Servicing Agreement (Residential Accredit Loans Inc), Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding ~~Corporation~~ Company, LLC Series ________ Ladies and Gentlemen:

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S6 Trust), Pooling and Servicing Agreement (RFMSI Series 2007-Sa1 Trust), Pooling and Servicing Agreement (RFMSI Series 2007 S7 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ~~___________~~, ~~20____ [Trustee]~~ 200 ------------ ---- ================== ------------------ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc), Pooling and Servicing Agreement (Residential Accredit Loans Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ _________ , 200 __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2006-Qa10 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qo8 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qh1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ _________,200__ __________________ ___________~~, 20~~_______ ~~[Trustee]~~ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 8 contracts

Samples: Series Supplement to Pooling and Servicing Agreement (RALI Series 2004-Qs8 Trust), Pooling and Servicing Agreement (Rali 2004-Qs5), Series Supplement to Pooling and Servicing Agreement (RALI Series 2004-Qa2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen:

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-Sa3 Trust), Pooling and Servicing Agreement (RFMSI Series 2006-S5 Trust), Pooling and Servicing Agreement (RFMSI Series 2006-S6 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ____~~_______~~, ~~20__~~200__ ~~[Trustee]~~ Attention: Residential Funding ~~Corporation~~ Company, LLC Series _____-___ Ladies and Gentlemen:

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2007-Qa5 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qh8 Trust), Series Supplement to Pooling and Servicing Agreement (RALI Series 2007-Qh8 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ___________~~, 20~~______ ~~[Trustee]~~ , 200___ ================== ------------------ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 6 contracts

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ _____________ , 200 __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2006-Qo10 Trust), Series Supplement to Pooling and Servicing Agreement (RALI Series 2006-Qo10 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qs18 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ______________, 20_________ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen:

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc), Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ____________ , 200 __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2006-QA1Trust), Pooling and Servicing Agreement (RALI Series 2006-Qo1 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qs1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ________, 200__ __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2007-Qo4 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qh5 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qa4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ______, 200__ __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2006-Qa8 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qs12 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qa7 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ , 200 __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2007-Qh7 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qh6 Trust), Pooling and Servicing Agreement (RALI Series 2007-Qs8 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ________~~___~~, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen:

Appears in 3 contracts

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2007-KS2 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55100 Xxxxxxxxx: ~~Residential Funding Corporation~~ Structured Xxxxnce/RASC Series ~~________~~ 2007-KS2 Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RASC Series 2007-Ks2 Trust), Pooling and Servicing Agreement (RASC Series 2007-Ks2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ____________ , ~~20__~~200__ ~~[Trustee]~~ ================== ------------------ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc), Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [RESERVED] EXHIBIT M FORM OF ~~LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING~~ LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE ~~SECURITIES I, INC. Mortgage Pass-Through Certificates Series~~ LOAN ________ ___________, 20____ ~~[Trustee] Attention~~Residential Asset Mortgage Products, Inc. 8400 Normandale Lakx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Xxxx Xxx, Xxxxxxxl Association 1 Bank One Plaza - Suite IX0-0000 Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxx: ~~Residential~~ Xxxxxential Funding Corporation Series 2002-RS4 Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RS4 Assignment of Mortgage Loan Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by _________________ ~~Ladies~~ (the "Trustee") to _______________________ (the "Lender") of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling and ~~Gentlemen~~Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of August 1, 2002 among Residential Asset Mortgage Products, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2004-KS7 __________, 20____ ~~[Trustee] Attention~~JPMorgan Chase Bank 4 New York Plaza, 6th Floor New Yoxx, Xxx Xxxx 00000 Xxxxxxxxx: ~~Residential Funding~~ Xxxxxxxxxxx Xxxxxxx Corporation Series ~~________~~ 2004-KS7 Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks7 Trust), Pooling and Servicing Agreement (RASC Series 2004-Ks7 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ ~~[Trustee]~~ Deutsche Bank Trust Company Americas 1761 East St. Andrew Place Santa Axx, Xxxxxxxxxx 00000 Attention: Residential Funding ~~Corporation~~ Company, LLC Series ________ Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RFMSI Series 2007 SA3 Trust), Pooling and Servicing Agreement (RFMSI Series 2007-S4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2007-KS1 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: ~~Residential Funding Corporation~~ Structured Finance/RASC Series ~~________~~ 2007-KS1 Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RASC Series 2007-Ks1 Trust), Pooling and Servicing Agreement (RASC Series 2007-Ks1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ____, 200 __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2007-Qo5 Trust), Pooling and Servicing Agreement (RALI Series 2007 QS10 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ____________ , ~~20_~~199___ ~~[Trustee]~~ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc), Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series 2002-RS2 ____~~____~~ ___________, ~~20__~~200__ ~~[Trustee] Attention~~Bank One, National Association 1 Bank One Plaza - Suite IX0-0000 Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxx: ~~Residential~~ Xxxxxential Funding Corporation Series ~~________~~ 2002-RS2 Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ __________, 200 __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RALI Series 2006-Qa2 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qo2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-KS5 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 60 placeLivingston Avenue St. Paul, MN 55107 Attention: ~~Residential Funding Corporation~~ Structured Finance/RASC Series ~~________ Ladies and Gentlemen~~2006-KS5 Xxxxxx xxx Xxxxxxxxx:

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RASC Series 2006-Ks5 Trust), Pooling and Servicing Agreement (RASC Series 2006-Ks5 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series 2002-RS7 __~~______~~ ___________, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank 4 New Yoxx Xxxxx - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 10004 Attention: Residential Funding Corporation Series ~~________~~ 2002-RS6 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-EMX1 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 00000 Xxxxxxxxx: ~~Residential~~ Residxxxxal Funding Corporation Series ~~________~~ 2006-EMX1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Emx1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ____, 200___ __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding ~~Sections~~ Section s 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT K-3 EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding ~~Corporation~~ Company, LLC Series ________ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XI may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B R Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B R Certificates below the lesser of (a) the then-current rating assigned to the Class B R Certificates by such rating agency and (b) the original rating assigned to the Class B R Certificates by such rating agency, unless (A) the Holder of 100% of the Class B R Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision)~~Depositor obtains, in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY]~~ GUARANTY LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Mortgage Asset-Backed Pass-Through Certificates Series 2001-RZ3 ________ _____________, 20____ ~~[Trustee] Attention: Residential Funding Corporation Series ________~~ The Chase Manhattan Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-KS8 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attention: ~~Residential Funding Corporation Series ________~~ Residentxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx 2005-KS8 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks8 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Mortgage Asset-Backed Pass-Through Certificates Series 20[__]-KS[_~~_______ _~~] __________, 20__ [___ ________________] [~~Trustee~~__________________] [__________________] Attention: Residential Funding Corporation Series 20[__]-KS[_~~_______~~ ] Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-KS4 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: Residential Funding Corporation Series ~~________~~ 2005-KS4 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections ~~11.01~~ 12.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request NY1-208988.4 M-3 of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section ~~11.01(e~~12.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. NY1-208988.4 M-4 EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1997-S7 , 199__ ~~___________~~The First National Bank of Chicago One North State Street Chicago, ~~20____ [Trustee]~~ Illinois 60602 Attention: ~~Residential Funding Corporation Series ________ Ladies~~ Residxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx 0000-X0 Xxxxes and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1997-S14 , 199__ ~~___________~~The First National Bank of Chicago One North State Sxxxxx Xxxxxxx, ~~20____ [Trustee] Attention~~Xxxxxxxx 00000 Xxxxxxxxx: ~~Residential~~ Xxxidential Funding Corporation Series ~~________~~ 1997-S14 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-AHL2 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attention: Residential ~~Funding Corporation Series ________~~ Xxxxxxx Xxxxxxxxxxx Xxxxxx 0005-AHL2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ahl2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-KS11 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 00000 Xxxxxxxxx: ~~Residential~~ Residexxxxl Funding Corporation Series ~~________~~ 2005-KS11 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks11 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ___________ , 200 __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RALI Series 2007-Qh9 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1996-S4 , 199__ ~~___________~~Bankers Trust Company Four Xxxxxx Xxxxxx Xxx Xxxx, ~~20____ [Trustee]~~ Xxx Xxxx 00000 Attention: Residential Funding Corporation Series ~~________~~ 1996-S4 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ _____________, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________ __~~2004-RS3 _________, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank 4 New York Plazx - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Funding Corporation Series ~~________~~ 2004-RS3 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Ramp Trust 2004-Rs3)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-KS4 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attention: ~~Residential Funding Corporation Series ________ Ladies and Gentlemen~~Structured Finance/RASC Seriex 0000-XX0 Xxxxxx xxx Gexxxxmen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Ks4)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ___________, 200_ __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT K-3 EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding ~~Corporation~~ Company, LLC Series ________ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S9 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-KS10 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue Xx. Xxxx, XX 00000 Attexxxxn: Residential Funding Corporation Series ~~________~~ 2005-KS10 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks10 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series 1998-S2 ________ ___________, ~~20__~~199__ ~~[Trustee]~~ The First National Bank of Chicago One North State Street Chicago, Illinois 60602 Attention: ~~Residential Funding Corporation Series ________ Ladies~~ Residenxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx 0000-X0 Xxxxxs and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-KS9 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attention: ~~Residential Funding Corporation Series ________~~ Structured Finance/RASX Xxxxxx 0000-KS9 Ladies ~~and~~ xxx Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Ks9 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series 1998-QS8 ________________ ____, 199__ Bankers Trust Company 3 Park Plaza Irvine, California 92610 Xxxxxxxxx: Xxxxxxxxxxx Xxxxxxxx Xxans, Inc., Series 1998-QS8 WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Pooling and Servicing Agreement dated as of June 1, 1998 (the "Servicing Agreement"), among Residential Accredit Loans, Inc. (the "Company"), Residential Funding and Bankers Trust Company (the "Trustee") as amended by Amendment No. ___ thereto, dated as of ________, ~~20____ [Trustee] Attention: Residential Funding Corporation~~ with respect to the Mortgage Asset-Backed Pass-Through Certificates, Series ~~________ Ladies and Gentlemen:~~1998-QS8 (the "Certificates"); and

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "“prohibited transactions" ” under Section 860F(a)(1) of the Code or on "“contributions after the startup date" ” under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. ~~EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series~~ __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________ ___________~~2007-RZ1 LaSalle Bank National Association 135 S. LaSalle Street Suite 1511 Chicago, ~~20____ [Trustee] Attention~~Illinxxx 00000 Xxtn: ~~Residential Funding Corporation~~ Structured Finance/RAMP Series ~~________~~ 2007-RZ1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2007-Rz1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-KS1 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue Xx. Xxxx, XX 00000 Attexxxxn: Residential Funding Corporation Series ~~________~~ 2006-KS1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Ks1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XI may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B R Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B R Certificates below the lesser of (a) the then-current rating assigned to the Class B R Certificates by such rating agency and (b) the original rating assigned to the Class B R Certificates by such rating agency, unless (A) the Holder of 100% of the Class B R Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision)~~Depositor obtains, in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY]~~ GUARANTY LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Mortgage Asset-Backed Pass-Through Certificates Series 2001-RS2 ________ _____________, 20____ ~~[Trustee] Attention: Residential Funding Corporation Series ________~~ The Chase Manhattan Bank 450 West 33rd Street New York, New York 10001 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-RZ1 __________, 20____ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential ~~Funding Corporation Series ________ Ladies and Gentlemen~~Fuxxxxx Xxxxxxxxxxx Xxxxxx 0000-XX0 Xxxxxx xxx Xxxxxxmen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rz1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-EMX2 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attn: ~~Residential Funding Corporation Series ________ Ladies and Gentlemen~~Structured Finance/RASC 2006-EMX2 Xxxxxx xxx Xxxxxxxxx:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Emx2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates RAAC Series ~~________ ____~~2007-SP3 _______, ~~20__~~200__ ~~[Trustee] Attention~~LaSalle Bank National Association Global Securities and Trust Services 135 S. LaSalle Street, Suite 1511 Chicago, IL 60603 Attn: ~~Residential Funding Corporation~~ Structured Finance/RAAC Series ~~________ Ladies and Gentlemen~~2007-SP3 Ladixx xxx Xxxxxxxxx:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAAC Series 2007-Sp3 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1997-S18 , 199__ ~~___________~~The First National Bank of Chicago One North State Sxxxxx Xxxxxxx, ~~20____ [Trustee] Attention~~Xxxxxxxx 00000 Xxxxxxxxx: ~~Residential~~ Xxxidential Funding Corporation Series ~~________~~ 1997-S18 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-NC2 __________, ~~20__~~200__ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, Minxxxxxx 00000 Xxxxxxxxx: ~~Residential Funding Corporation~~ Sxxxxtured Finance/ RAMP Series ~~________~~ 2006-NC2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Nc3 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and ~~Residential Funding~~ [_______________] but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is ~~Residential Funding~~ [_______________] or an Affiliate of ~~Residential Funding~~[_______________], or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "“prohibited transactions" ” under Section 860F(a)(1) of the Code or on "“contributions after the startup date" ” under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. ~~EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series~~ __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: [_______________] Series ___-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Master Servicing Agreement (Phoenix Residential Securities, LLC)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. ~~Mortgage~~ Mortgage-Backed Pass-Through Certificates Series ~~______~~2003-SL1 , 200__ ~~___________~~JPMorgan Chase Bank 4 New York Plaza, ~~20____ [Trustee] Attention~~6xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: ~~Residential Funding Corporation~~ Xxxxxential Asset Mortgage Products, Inc., Series ~~________~~ 2003-SL1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ __________, 200 __________________ ___________~~, 20~~_______ ~~[Trustee] Attention: Residential Funding Corporation Series~~ __________________ Attention: Residential Funding Company, LLC Series ____-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RALI Series 2007 QS9 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. K-3 EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-RZ2 __________, 20____ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 000 Xxxxxx, 9th Floor Houston, Texas 77002 Attention: Residential Funding Corporation Series ~~________~~ 2006-RZ2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rz2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-EMX6 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attn: ~~Residential Funding Corporation Series ________~~ Structured Finance/RASC 2006-EMX6 Ladies and ~~Gentlemen~~Gentlemxx:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Emx6 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. ~~Mortgage~~ Mortgage-Backed Pass-Through Certificates Series ~~________~~ 2005-SL2 ___________~~, 20____ [Trustee] Attention: Residential Funding Corporation Series _~~_______ , 200__ Deutsche Bank Trust Company Americas 1761 East St. Andrew Xxxxx Xxxxx Xxx, Xxxxxxxxxx 00000 Attention: Residential Asset Mortgage Products, Inc., Series 2005-SL2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2005 SL2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series 2006-NC1 _~~_______~~ ___________, ~~20__~~200__ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Xxxx, Xxxxxxxxx 00000 Axxxxtion: Residential ~~Funding Corporation~~ Asset Mortgage Products, Inc. Series ~~________~~ 2006-NC1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Nc1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "“prohibited transactions" ” under Section 860F(a)(1) of the Code or on "“contributions after the startup date" ” under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2006-EMX7 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attn: ~~Residential Funding Corporation Series ________~~ Structured Finance/RASC 2006-EMX7 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2006-Emx7 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2004-KS2 __________, 20____ ~~[Trustee] Attention~~JPMorgan Chase Bank 4 New York Plaza, 6th Floor New Yxxx, Xxx Xxxx 00000 Xxxxxxxxx: ~~Residential Funding~~ Xxxxxxxxxxx Xxxxxxx Corporation Series ~~________~~ 2004-KS2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. ~~Mortgage~~ Mortgage-Backed Pass-Through Certificates Series 2004-SL3 _________ ~~___________~~, ~~20__~~200__ ~~[Trustee]~~ Deutsche Bank Trust Company Americas 1761 East St. Andrex Xxxxx Xxxxx Xxx, Xxxxxxxxxx 00000 Attention: Residential ~~Funding Corporation~~ Asset Mortgage Products, Inc., Series ~~________~~ 2004-SL3 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2004-Sl3 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-KS3 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 00000 Xxxxxxxxx: ~~Residential~~ Residxxxxal Funding Corporation Series ~~________~~ 2005-KS3 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks3 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2007-KS3 __________, 20____ ~~[Trustee]~~ U.S. Bank National Association EP-MN-WS3D 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: ~~Residential Funding Corporation~~ Structured Finance/RASC Series ~~________~~ 2007-KS3 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2007-Emx1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Mortgage Asset-Backed Pass-Through Certificates Series 20[__]-KS[_~~_______ _~~] __________, 20____ [~~Trustee] Attention: Residential Funding Corporation Series~~ ________ ___________] [__________________] [__________________] Attention: Residential Funding Company, LLC Series 20[__]-KS[_] Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series _____-___ ________~~___~~, ~~20__~~199__ ~~[Trustee]~~ ================== ------------------ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates RAAC Series ~~________ ____~~2006-SP2 _______, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 0 Xxx Xxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential ~~Funding Corporation~~ Asset Mortgage Products, Inc., RAAC Series ~~________~~ 2006-SP2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2004-KS11 __________, 20____ ~~[Trustee] Attention~~JPMorgan Chase Bank, N.A. 4 New York Plaza, 6th Floor New York, New York 10004 Attentxxx: ~~Residential Funding Corporation Series ________~~ Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx 0000-XX11 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2004-Ks11 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2004-KS10 __________, 20____ ~~[Trustee] Attention~~JPMorgan Chase Bank 4 New York Plaza, 6th Floor New Yxxx, Xxx Xxxx 00000 Xxxxxxxxx: ~~Residential Funding~~ Xxxxxxxxxxx Xxxxxxx Corporation Series ~~________~~ 2004-KS10 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2004-Ks10 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________~~ 2006-RS4 ___________~~, 20__~~__ ~~[Trustee]~~ , 200__ JPMorgan Chase Bank, N.A. Structured Finance/MBS 000 Xxxxxx 0xx Floor Houston, Texas 77002 Attention: Residential Funding Corporation Series ~~________~~ 2006-RS4 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rs4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1996-S21 , 199__ ~~___________~~The First National Bank of Chicago Oxx Xxxxx Xxxxx Xxxxxx Xxxxxxx, ~~20____ [Trustee]~~ Xxxxxxxx 00000 Attention: Residential Funding Corporation Series ~~________~~ 1996-S21 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections ~~11.01~~ 12.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request NY1-214364.4 M-3 of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section ~~11.01(e~~12.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. NY1-214364.4 M-4 EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1997-S8 , 199__ ~~___________~~The First National Bank of Chicago One North State Street Chicago, ~~20____ [Trustee]~~ Illinois 60602 Attention: ~~Residential Funding Corporation Series ________ Ladies~~ Residxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx 0000-X0 Xxxxes and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. ~~Mortgage~~ Mortgage-Backed Pass-Through Certificates Series ~~________~~ 2002-SL1 ____________ , ~~20__~~200__ ~~[Trustee] Attention~~JPMorgan Chase Bank 450 West 33rd Streex - 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: ~~Residential Funding Corporation~~ Xxxxxential Asset Mortgage Products, Inc., Series ~~________~~ 2002-SL1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________~~ 2005-RS7 ___________, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 600 Travis, 9th Floor Houston, Texas 77002 Attention: Residential ~~Funding Corporation Series ________ Ladies~~ Xxxxxxx Xxxxxxxxxxx Xxxxxx 0000-XX0 Xxxxxs and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2005-Rs7 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-KS2 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 00000 Xxxxxxxxx: ~~Residential~~ Residexxxxl Funding Corporation Series ~~________~~ 2005-KS2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005-Ks2 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT K-3 EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding ~~Corporation~~ Company, LLC Series ________ Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S8 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage ~~Pass-Through~~ Loan Backed Certificates Series ~~________ ____~~2005-SP1 _______, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 0 Xxx Xxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential ~~Funding Corporation~~ Asset Mortgage Products, Inc., Series ~~________~~ 2005-SP1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAAC Series 2005-Sp1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2005-EMX4 __________, 20____ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 00000 Xxxxxxxxx: ~~Residential~~ Residxxxxal Funding Corporation Series ~~________~~ 2005-EMX4 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2005 EMX4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections ~~11.01 or 12.01~~13.01: (i) the provisions of this Article ~~XII~~ 13 may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ 13 may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the related Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the related Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the related Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section ~~11.01(e~~13.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~________ ___~~1998-S9 ________, ~~20__~~199__ ~~[Trustee]~~ Bankers Trust Company 3 Park Plaza Irvine, California 92714 Attention: ~~Residential Funding Corporation Series ________~~ Residentixx Xxxxxxx Xxxxxxxxxxx Xxxxxx 0000-X0 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series 2005-RS5 ___~~_____~~ ___________, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 4 Xxx Xxxx Xxxxx - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential Funding Corporation Series ~~________~~ 2005-RS5 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2005-Rs5 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~________ ___________~~1998-QS11 , ~~20____ [Trustee] Attention~~199 Bankers Trust Company 3 Park Plaza Irvine, California 90000 Xxxxxxxxx: ~~Residential Funding Corporation~~ Xxxxxxxxxxx Xxxxxxxx Loans, Inc. Series ~~________~~ 1998-QS11 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~11.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~11.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ~~______~~1996-QS5 , 199__ ~~___________~~The First National Bank of Chicago One First National Plaza Suite 0120 Xxxxxxx, ~~20____ [Trustee] Attention~~Xxxxxxxx 00000-0000 Xxxxxxxxx: ~~Residential Funding~~ Xxxxxxxxxxx Xxxxxxx Corporation Series ~~________~~ 1996-QS5 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Accredit Loans Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or ~~supersession~~ supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or ~~supersession~~ supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02.  <HR SIZE=5 COLOR=XXXX NOSHADE> EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE SECURITIES I~~ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ _____________, 200 __________________ ___________~~, 20~~_______ ~~[Trustee]~~ __________________ Attention: Residential Funding Corporation Series _____-___ Ladies and Gentlemen:: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 13.01 of the Pooling and Servicing Agreement dated as of ___________ 1, ____ (the "Servicing Agreement"), among Residential Accredit Loans, Inc. (the "Company"), Residential Funding and __________________ (the "Trustee") as amended by Amendment No. thereto, dated as of , with respect to the Mortgage Asset-Backed Pass-Through Certificates, Series ____-___ (the "Certificates"); and WHEREAS, pursuant to Section 13.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class B Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RALI Series 2006-Qa7 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates RAAC Series ~~________ ____~~2006-SP1 _______, ~~20__~~200__ ~~[Trustee]~~ JPMorgan Chase Bank, N.A. 0 Xxx Xxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Residential ~~Funding Corporation~~ Asset Mortgage Products, Inc., RAAC Series ~~________~~ 2006-SP1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Sp1 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the ~~Company~~ Depositor and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the ~~Company~~ Depositor shall also obtain a letter from each ~~nationally recognized credit rating agency~~ Rating Agency that rated the Class B SB Certificates at the request of the ~~Company~~ Depositor to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such ~~rating agency~~ Rating Agency and (b) the original rating assigned to the Class B SB Certificates by such ~~rating agency~~Rating Agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the ~~Company~~ Depositor obtains (subject to the provisions of Section 10.01(f) as if the ~~Company~~ Depositor was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of ~~Independent~~ independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT L [FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING MORTGAGE~~ ASSET SECURITIES ~~I, INC.~~ CORPORATION Home Equity Mortgage Asset-Backed Pass-Through Certificates Series ~~________ _~~2007-KS4 __________, 20____ ~~[Trustee]~~ LaSalle Bank National Association 135 S. LaSalle Street Suite 1511 Chicago, Illinois 60603 Attention: ~~Residential Funding Corporation Series ________~~ Global Securities and Trust Servxxxx--XXXX 0007-KS4 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RASC Series 2007-Ks4 Trust)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1998-S8 , 199__ ~~___________~~The First National Bank of Chicago One North State Street Chicago, ~~20____ [Trustee]~~ Illinois 60602 Attention: Residential Funding Corporation Series ~~________~~ 1998-S8 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. [NY01:257611.1] 16069-00385 01/23/97 5:57pm AND [NY01B:301395.1] 3 EXHIBIT L N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ~~______~~1997-S1 , 199__ ~~___________~~The First National Bank of Chicago One First Nationax Xxxxx Xxxxx 0000 Xxxxxxx, ~~20____ [Trustee] Attention~~Xxxxxxxx 00000-0000 Xxxxxxxxx: ~~Residential~~ Xxxidential Funding Corporation Series ~~________~~ 1997-S1 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)

Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or ~~12.01~~13.01: (i) the provisions of this Article ~~XII~~ XIII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article ~~XII~~ XIII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B SB Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B SB Certificates below the lesser of (a) the then-current rating assigned to the Class B SB Certificates by such rating agency and (b) the original rating assigned to the Class B SB Certificates by such rating agency, unless (A) the Holder of 100% of the Class B SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section ~~12.02~~13.02. EXHIBIT ~~L [~~M FORM OF LIMITED ~~GUARANTY] LIMITED~~ GUARANTY RESIDENTIAL ~~FUNDING~~ ASSET MORTGAGE ~~SECURITIES I~~PRODUCTS, INC. Mortgage Asset-Backed Pass-Through Certificates Series 2006-EFC2 ___~~_____~~ ___________, ~~20__~~200__ ~~[Trustee] Attention~~U.S. Bank National Association EP-MN-WS3D 60 Livingston Avenue St. Paul, MN 55107 Attn: ~~Residential Funding Corporation Series ________~~ Xxxxxxxxxx Xxxxxxx/RAMP Xxxxes 2006-EFC2 Ladies and Gentlemen:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Efc2 Trust)

Common use of Amendments Relating to the Limited Guaranty Clause in Contracts