Common use of Amendments Without Consent of Certificateholders Clause in Contracts

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agencies) to: (i) cure any ambiguity; (ii) correct or supplement any provisions in this Agreement that may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Certificateholders. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been given.

Amendments Without Consent of Certificateholders. (a) This The Series Trust Agreement may may, subject to any rights of the Noteholders, if applicable, hereunder or under the Indenture, be amended by the Depositor and the Owner Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agencies) to: Agency), to (ia) cure any error or ambiguity; , (iib) correct or supplement any provisions provision in this the Series Trust Agreement that may be defective or inconsistent with any other provision in this the Series Trust Agreement; , (iiic) add or supplement any credit, liquidity or other credit enhancement arrangement for the benefit of all the Certificateholders (except that if any such addition affects any Class of Certificateholders differently from any other Class of Certificateholders; , then the Depositor must obtain an Opinion of Counsel stating that the addition will not have a material adverse effect on the interests of any affected Class of Certificateholders) and provided that any such addition shall not, as evidenced by an Opinion of Counsel, adversely affect the classification of the Trust for federal income tax purposes, (ivd) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; Trustee for the benefit of the Certificateholders, (ve) evidence and provide for the acceptance of the appointment of a successor trustee Trustee with respect to the Trust Estate Assets and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; VII, and (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viiif) add, change or eliminate any other provision of this the Series Trust Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and either (i) adversely affect in any material respect the interests of the Certificateholders. Certificateholders or (bii) The consent affect the tax status of the Certificateholders shall Trust or result in a sale or exchange of any Certificate for tax purposes, provided that, in each case, the Trustee has received written confirmation from each Rating Agency that the Rating Agency Condition will be deemed satisfied if such amendment is made and (g) to have been given if comply with any requirements imposed by the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been givenCode.

Amendments Without Consent of Certificateholders. (a) This The Series Trust Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agencies) to: Agency), to (ia) cure any error or ambiguity; , (iib) correct or supplement any provisions provision in this the Series Trust Agreement that may be defective or inconsistent with any other provision in this the Series Trust Agreement; , (iiic) add or supplement any credit, liquidity or other credit enhancement arrangement for the benefit of all the Certificateholders (except that if any such addition affects any Class of Certificateholders differently from any other Class of Certificateholders; , then the Depositor must obtain an Opinion of Counsel stating that the addition will not have a material adverse effect on the interests of any affected Class of Certificateholders) and provided that any such addition shall not, as evidenced by an Opinion of Counsel, adversely affect the classification of the Trust for federal income tax purposes, (ivd) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; Trustee for the benefit of the Certificateholders, (ve) evidence and provide for the acceptance of the appointment of a successor trustee Trustee with respect to the Trust Estate Assets and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; VII, and (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viiif) add, change or eliminate any other provision of this the Series Trust Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and either (i) adversely affect in any material respect the interests of the Certificateholders. Certificateholders or (bii) The consent affect the tax status of the Certificateholders shall Trust or result in a sale or exchange of any Certificate for tax purposes, provided that, in each case, the Trustee has received written confirmation from each Rating Agency that the Rating Agency Condition will be deemed satisfied if such amendment is made and (g) to have been given if comply with any requirements imposed by the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been givenCode.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by Without the consent of the Holders of any Certificates, the Depositor and the Owner Trustee without Trustee, at any time and from time to time, may (subject however, to Section 12.03) enter into one or more amendments hereto, in form satisfactory to the consent of Trustee, for any of the Certificateholders (but with prior notice to the Rating Agencies) tofollowing purposes: (i1) to correct or amplify the description of any property at any time included in the Trust Fund, or better to assure, convey and confirm unto the Trustee any property included in the Trust Fund, or to add to the Trust Fund additional property; (2) to evidence the succession of another Person to the Depositor, and the assumption by any such successor of the covenants of the Depositor herein contained; (3) to add to the covenants of the Depositor, the Trustee, for the benefit of the Holders of the Certificates, or to surrender any right or power herein conferred upon the Depositor; (4) to cure any ambiguity; (ii) , to correct or supplement any provisions in this Agreement provision herein that may be defective or inconsistent with any other provision in this Agreement; (iii) add herein, or supplement to amend any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the CollateralAgreement, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner provided that such action shall not, as evidenced by an Opinion of Counsel, materially and not adversely affect the interests of the Certificateholders.Holders of any Certificates; (5) to provide for the issuance of Certificates of any Class in a form other than fully-registered and for the exchangeability of Certificates in that form and Certificates of the same Class issued in fully registered form; any such amendment may provide for payments on Certificates in a form other than fully registered only outside the United States and for appointment of one or more foreign paying agents of the Trustee that are acceptable to each rating agency that rated the Regular Certificates and may also contain any provisions as may in the Depositor’s judgment be necessary, appropriate or convenient (a) to permit any Certificates to be issued and sold to or held in a form other than fully registered by non-United States Persons, (b) The consent to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on the Certificates, (c) to comply, or facilitate compliance, with other applicable laws or regulations, (d) to provide for usual and customary provisions for communication (by notice publication, maintenance of lists of holders of Certificates issued in other than fully-registered form who have provided names and addresses for such purpose, or otherwise) with holders of Certificates issued in other than fully-registered form, or (e) to otherwise effectuate provisions for the issuance of Certificates issued in other than fully registered form and their exchangeability with Registered Certificates; (6) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to effect the qualification of this Agreement under the Trust Indenture Act of 1939, as amended, or under any similar federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly required thereby; or (7) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to maintain the qualification of the Certificateholders shall be deemed to have been given if Trust Fund as a REMIC under the Depositor does not receive a written objection from such Person within ten Code; provided that (10a) Business Days after a written request for consent there shall have been givendelivered to the Trustee an Opinion of Counsel to the effect that such action is necessary to maintain such qualification, and (b) such amendment shall not have any of the effects described in paragraphs (1) through (6) of the proviso to Section 12.02 of this Agreement.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by the Depositor and the Owner Trustee without Without the consent of the Holders of any Certificates, the Depositor, the Trustee and the Securities Administrator, at any time and from time to time, may (subject however, to Section 14.03) enter into one or more amendments hereto, in form satisfactory to the Trustee and the Securities Administrator, for any of the Certificateholders (but with prior notice to the Rating Agencies) tofollowing purposes: (i1) to correct or amplify the description of any property at any time included in the Trust Fund, or better to assure, convey and confirm unto the Trustee any property included in the Trust Fund, or to add to the Trust Fund additional property; (2) to evidence the succession of another Person to the Depositor, and the assumption by any such successor of the covenants of the Depositor herein contained; (3) to add to the covenants of the Depositor, the Trustee or the Securities Administrator, for the benefit of the Holders of the Certificates, or to surrender any right or power herein conferred upon the Depositor; (4) to cure any ambiguity; (ii) , to correct or supplement any provisions in this Agreement provision herein that may be defective or inconsistent with any other provision in this Agreement; (iii) add herein, or supplement to amend any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the CollateralAgreement, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner provided that such action shall not, as evidenced by an Opinion of Counsel, materially and not adversely affect the interests of the Certificateholders.Holders of any Certificates; (5) to provide for the issuance of Certificates of any Class in a form other than fully-registered and for the exchangeability of Certificates in that form and Certificates of the same Class issued in fully registered form; any such amendment may provide for payments on Certificates in a form other than fully registered only outside the United States and for appointment of one or more foreign paying agents of the Trustee or the Securities Administrator that are acceptable to each rating agency that rated the Regular Certificates and may also contain any provisions as may in the Depositor’s judgment be necessary, appropriate or convenient (a) to permit any Certificates to be issued and sold to or held in a form other than fully registered by non-United States Persons, (b) The consent to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on the Certificates, (c) to comply, or facilitate compliance, with other applicable laws or regulations, (d) to provide for usual and customary provisions for communication (by notice publication, maintenance of lists of holders of Certificates issued in other than fully-registered form who have provided names and addresses for such purpose, or otherwise) with holders of Certificates issued in other than fully-registered form, or (e) to otherwise effectuate provisions for the issuance of Certificates issued in other than fully registered form and their exchangeability with Registered Certificates; (6) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to effect the qualification of this Agreement under the Trust Indenture Act of 1939, as amended, or under any similar federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly required thereby; or (7) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to maintain the qualification of the Certificateholders shall be deemed to have been given if Trust Fund as a REMIC under the Depositor does not receive a written objection from such Person within ten Code; provided that (10a) Business Days after a written request for consent there shall have been givendelivered to the Trustee an Opinion of Counsel to the effect that such action is necessary to maintain such qualification, and (b) such amendment shall not have any of the effects described in paragraphs (1) through (6) of the proviso to Section 14.02 of this Agreement.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by the Depositor Initial Beneficiary and the Owner Trustee without the consent of any of the Certificateholders Noteholders (but with prior notice to the Rating Agencies) to: (i) cure any ambiguity; (ii) correct or supplement any provisions in this Agreement that may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all any Certificateholders (provided, that if any such addition shall affect any series of class of Certificateholders differently than any other series or class of Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any series or class of Certificateholders); (iv) add to the covenants, restrictions or obligations of the Depositor Initial Beneficiary or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Trust Certificates (or interest therein) or as otherwise required to prevent the Issuer Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer Trust to acquire and issue securities backed by any assets other than the CollateralConveyed Assets, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Certificateholders. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor Initial Beneficiary does not receive a written objection from such Person within ten (10) 10 Business Days after a written request for consent shall have been given.

Amendments Without Consent of Certificateholders. Amended and Restated Trust Agreement (a) This Agreement may be amended by the Depositor Initial Beneficiary and the Owner Trustee without the consent of any of the Certificateholders Noteholders (but with prior notice to the Rating Agencies) to: (i) cure any ambiguity; (ii) correct or supplement any provisions in this Agreement that may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all any Certificateholders (provided, that if any such addition shall affect any series of class of Certificateholders differently than any other series or class of Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any series or class of Certificateholders); (iv) add to the covenants, restrictions or obligations of the Depositor Initial Beneficiary or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Trust Certificates (or interest therein) or as otherwise required to prevent the Issuer Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer Trust to acquire and issue securities backed by any assets other than the CollateralConveyed Assets, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Certificateholders. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor Initial Beneficiary does not receive a written objection from such Person within ten (10) 10 Business Days after a written request for consent shall have been given.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by The Transferor, the Depositor Servicer, the Back-up Servicer and the Owner Trustee Trustee, with the prior written consent of MBIA but without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the Certificateholders following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel if requested by the Trustee, will not have a material adverse affect on the Controlling Holders: (but with prior notice a) to correct or amplify the description of any property at any time included in the Trust Estate, or better to assure, convey and confirm unto the Trustee any property included or required to be included in the Trust Estate, or to include in the Trust Estate any additional property; or (b) to evidence the succession of another Person to the Rating AgenciesTransferor, and the assumption by such successor of the covenants of the Transferor herein and in the Certificates contained, in accordance with Section 11.02(o) to: hereof; or (ic) to add to the covenants of the Transferor, for the benefit of MBIA or the Holders of all Certificates or to surrender any right or power herein conferred upon the Transferor; or (d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (e) to cure any ambiguity; (ii) , to correct or supplement any provisions in this Agreement that provision herein which may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the Trust Estate and add provisions of this Agreement; (f) to evidence the succession of the Trustee pursuant to Article Seven hereof; provided that any such amendment does not modify this Agreement in a manner described in paragraphs (i) through (viii) of Section 9.02(a) hereof; or change any provisions (g) as shall may be necessary to facilitate effectuate the administration issuance of any Class B Certificates in accordance with the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions terms of this Agreement as appropriate to allow and the Issuer to acquire and issue securities backed by Class B Supplement; provided that any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or such amendment does not modify this Agreement in a manner described in paragraphs (i) through (viii) add, change of Section 9.02(a) or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Certificateholders. (b) hereof. The consent Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained, but the Certificateholders Trustee shall not be deemed obligated to have been given if enter into any such amendment that affects the Depositor does not receive Trustee's own rights, duties, liabilities or immunities under this Agreement or otherwise. Promptly after the execution by the Transferor, the Servicer, the Back-up Servicer and the Trustee of any amendment pursuant to this Section, the Transferor shall mail to the Rating Agencies and each Certificateholder a written objection from copy of such Person within ten (10) Business Days after a written request for consent shall have been givenamendment.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by The Depositor, the Depositor Servicer and the Owner Trustee Trustee, without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the Certificateholders (but with prior notice to the Rating Agencies) to: (i) cure following purposes, provided that any ambiguity; (ii) correct or supplement any provisions in this Agreement that may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner that shall notsuch amendment, as evidenced by an Opinion of Counsel, materially and adversely will not have a material adverse affect the interests of on the Certificateholders.: (a) to correct or amplify the description of any property at any time included in the Trust Estate (other than any such correction or amplification that would have the effect of curing a Default or a breach of any representation, warranty or covenant that would otherwise require the Company or the Depositor to repurchase or substitute for any Loan), or to better assure, convey and confirm unto the Trustee any property included or required to be included in the Trust Estate, or to include in the Trust Estate any additional property; (b) The consent to evidence the succession of another Person to the Depositor, and the assumption by such successor of the Certificateholders shall be deemed to have been given if covenants of the Depositor herein and in the Certificates, in accordance with Section 8.02(o); (c) to add to the covenants of any party hereto, for the benefit of the Holders of all Certificates or to surrender any right or power herein conferred upon the Depositor; (d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; (e) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement; or (f) to evidence the succession of the Trustee pursuant to Article Seven; provided that any such amendment does not receive modify this Agreement in a written objection from manner described in paragraphs (i) through (vii) of Section 9.02(a). The Trustee is hereby authorized to join in the execution of any such Person within ten (10) Business Days amendment and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such amendment that affects the Trustee's own rights, duties, liabilities or immunities under this Agreement or otherwise. Promptly after the execution by the Depositor, the Servicer and the Trustee of any amendment pursuant to this Section, the Depositor shall mail to the Rating Agency, the Certificateholder Agent and each Certificateholder a written request for consent shall have been givencopy of such amendment.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by The Depositor, the Depositor Servicer and the Owner Trustee Trustee, without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the Certificateholders (but with prior notice to following purposes, provided that any such amendment, as evidenced by an -------- Opinion of Counsel, will not have a material adverse affect on the Rating Agencies) toCertificateholders: (ia) to correct or amplify the description of any property at any time included in the Trust Estate (other than any such correction or amplification that would have the effect of curing a Default or a breach of any representation, warranty or covenant that would otherwise require the Company or the Depositor to repurchase or substitute for any Loan), or to better assure, convey and confirm unto the Trustee any property included or required to be included in the Trust Estate, or to include in the Trust Estate any additional property; (b) to evidence the succession of another Person to the Depositor, and the assumption by such successor of the covenants of the Depositor herein and in the Certificates, in accordance with Section 8.02(o); (c) to add to the covenants of any party hereto, for the benefit of the Holders of all Certificates or to surrender any right or power herein conferred upon the Depositor; (d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; (e) to cure any ambiguity; (ii) , to correct or supplement any provisions in this Agreement that provision herein which may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect theretoAgreement; or (viiif) add, change or eliminate to evidence the succession of the Trustee pursuant to Article Seven; provided that any other provision of such amendment does not modify this Agreement in a -------- manner described in paragraphs (i) through (vii) of Section 9.02(a). The Trustee is hereby authorized to join in the execution of any manner such amendment and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall notnot be obligated to enter into any such amendment that affects the Trustee's own rights, as evidenced duties, liabilities or immunities under this Agreement or otherwise. Promptly after the execution by an Opinion the Depositor, the Servicer and the Trustee of Counselany amendment pursuant to this Section, materially and adversely affect the interests of the Certificateholders. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor does not receive shall mail to the Rating Agency, the Certificateholder Agent and each Certificateholder a written objection from copy of such Person within ten (10) Business Days after a written request for consent shall have been givenamendment.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by the Depositor Initial Beneficiary and the Owner Trustee without the consent of any of the Certificateholders Noteholders (but with prior notice to the Rating Agencies) to: (i) cure any ambiguity;; Amended and Restated Trust Agreement (ii) correct or supplement any provisions in this Agreement that may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all any Certificateholders (provided, that if any such addition shall affect any series of class of Certificateholders differently than any other series or class of Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any series or class of Certificateholders); (iv) add to the covenants, restrictions or obligations of the Depositor Initial Beneficiary or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Trust Certificates (or interest therein) or as otherwise required to prevent the Issuer Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer Trust to acquire and issue securities backed by any assets other than the CollateralConveyed Assets, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Certificateholders. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor Initial Beneficiary does not receive a written objection from such Person within ten (10) 10 Business Days after a written request for consent shall have been given.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by The Transferor, the Depositor Servicer, the Back-up Servicer and the Owner Trustee Trustee, with the prior written consent of MBIA but without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the Certificateholders (but with prior notice to following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel if requested by the Rating Agencies) toTrustee, will not have a material adverse affect on the Controlling Holders: (ia) to correct or amplify the description of any property at any time included in the Trust Estate, or better to assure, convey and confirm unto the Trustee any property included or required to be included in the Trust Estate, or to include in the Trust Estate any additional property; or (b) to evidence the succession of another Person to the Transferor, and the assumption by such successor of the covenants of the Transferor herein and in the Certificates contained, in accordance with Section 11.02(o) hereof; or (c) to add to the covenants of the Transferor, for the benefit of MBIA or the Holders of all Certificates or to surrender any right or power herein conferred upon the Transferor; or (d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (e) to cure any ambiguity; (ii) , to correct or supplement any provisions in this Agreement that provision herein which may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect theretoAgreement; or (viiif) add, change to evidence the succession of the Trustee pursuant to Article Seven hereof; or eliminate (g) as may be necessary to effectuate the issuance of any other provision additional Series of Certificates in accordance with the terms of this Agreement and the related Supplement; provided that any such amendment does not modify this Agreement in a manner described in paragraphs (i) through (viii) of Section 9.02(a) hereof. The Trustee is hereby authorized to join in the execution of any manner such amendment and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall notnot be obligated to enter into any such amendment that affects the Trustee's own rights, as evidenced duties, liabilities or immunities under this Agreement or otherwise. Promptly after the execution by an Opinion the Transferor, the Servicer, the Back-up Servicer and the Trustee of Counselany amendment pursuant to this Section, materially the Transferor shall mail to the Rating Agencies and adversely each Certificateholder a copy of such amendment. Notwithstanding the foregoing, provided that MBIA, in its sole discretion, and Holders of more than 50% of Outstanding Principal Amount of Class B Certificates (exclusive of any Class B Certificates held by the Transferor) have given their prior written consent, Holders of any Series of Class A Certificates, by their acceptance of their Class A Certificates, agree that the definitions of "Advance Rate Decrease Event" and "Advance Rate" can be amended without the consent of any Holder of a Class A Certificate if the Rating Agencies confirm that such amendment will not affect the interests then current rating on any Outstanding Series and, subject to the fulfillment of such conditions, the CertificateholdersTrustee, the Back-up Servicer, the Transferor and the Servicer may enter into one or more amendments hereunder to effect such change. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been given.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by The Transferor, the Depositor Servicer, the Trustee and the Owner Trustee Back-up Servicer, with the consent of the Bond Insurer but without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the Certificateholders (but with prior notice to following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel if requested by the Rating Agencies) toTrustee, will not have a material adverse effect on the Holders: (ia) to correct or amplify the description of any property at any time subject to the lien of this Agreement, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Agreement, or to subject to the lien of this Agreement additional property; or (b) to evidence the succession of another Person to the Transferor, and the assumption by such successor of the covenants of the Transferor herein and in the Certificates contained, in accordance with Section 11.02(o) hereof; or (c) to add to the covenants of the Transferor, for the benefit of the Bond Insurer or the Holders of all Certificates or to surrender any right or power herein conferred upon the Transferor; or (d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (e) to cure any ambiguity; (ii) , to correct or supplement any provisions in this Agreement that provision herein which may be defective or inconsistent with any other provision in this Agreement; (iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect theretoAgreement; or (viiif) add, change or eliminate to evidence the succession of the Trustee pursuant to Article Seven hereof; or (g) to add to any Events of Default. The Trustee is hereby authorized to join in the execution of any such amendment and to make any other provision of appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such amendment that affects the Trustee's own rights, duties, liabilities or immunities under this Agreement in or otherwise. Promptly after the execution by the Transferor, the Servicer, the Trustee and the Back-up Servicer of any manner that amendment pursuant to this Section, the Transferor shall notmail to the Rating Agencies, as evidenced by an Opinion the Bond Insurer and each Certificateholder a copy of Counsel, materially and adversely affect the interests of the Certificateholderssuch amendment. (b) The consent of the Certificateholders shall be deemed to have been given if the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been given.

Amendments Without Consent of Certificateholders. or --------------------------------------------------- Noteholders. Without the consent of Holders of any Certificates or the ----------- consent of the Holders of any Notes, but with prior notice to the Rating Agencies (a) This and the Swap Counterparty), this Trust Agreement may be amended by the Depositor and the Owner Trustee without the consent of Trustee, for any of the Certificateholders (but with prior notice to the Rating Agencies) tofollowing: (i) to cure any ambiguityambiguity or mistake; (ii) to correct any defective provisions or to correct or supplement any provisions in this Agreement provision herein that may be defective or inconsistent with any other provision in this Agreementherein; (iii) to add to the covenants or supplement any credit, liquidity duties of the Depositor or other enhancement arrangement for the benefit of all CertificateholdersAdministrator herein; (iv) to add any other provisions with respect to matters or questions arising under this Trust Agreement or any Enhancement; provided, however, that any such amendment pursuant to this clause (iv) shall not adversely affect in any material respect the covenantsinterests of any Noteholders or Certificateholders, restrictions or obligations as evidenced by an Opinion of the Depositor or the Owner TrusteeCounsel; (v) to comply with any provisions of the Code; or (vi) to evidence and provide for the acceptance of the appointment of hereunder by a successor trustee with respect Owner Trustee and to the Trust Estate and add to or change any of the provisions of this Trust Agreement as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee hereunder. Any amendment pursuant to Article VI; clause (viiv) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions above of this Agreement as appropriate Section 11.01, shall be deemed not to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement adversely affect in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect material respect the interests of any Noteholder or Certificateholder if the Certificateholders. (b) The consent Administrator or Owner Trustee receives written confirmation from each Rating Agency that such amendment shall not cause the reduction or withdrawal of the Certificateholders shall ratings assigned to the Notes or the Certificates. The Owner Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be deemed to have been given if the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been giventherein contained.

Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by Without the consent of the Holders of any Certificates, the Depositor and the Owner Trustee without Trustee, at any time and from time to time, may (subject however, to Section 13.03) enter into one or more amendments hereto, in form satisfactory to the consent of Trustee, for any of the Certificateholders (but with prior notice to the Rating Agencies) tofollowing purposes: (i) cure to correct or amplify the description of any ambiguityproperty at any time included in the Trust Fund, or better to assure, convey and confirm unto the Trustee any property included in the Trust Fund, or to add to the Trust Fund additional property; (ii) to evidence the succession of another Person to the Depositor, and the assumption by any such successor of the covenants of the Depositor herein contained; (iii) to add to the covenants of the Depositor or the Trustee, for the benefit of the Holders of the Certificates, or to surrender any right or power herein conferred upon the Depositor; (iv) to cure any ambiguity, to correct or supplement any provisions in this Agreement provision herein that may be defective or inconsistent with any other provision in this Agreement; (iii) add herein, or supplement to amend any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders; (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI; (vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code; (vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the CollateralAgreement, subject to satisfaction of the Rating Agency Condition with respect thereto; or (viii) add, change or eliminate any other provision of this Agreement in any manner provided that such action shall not, as evidenced by an Opinion of Counsel, materially and not adversely affect the interests of the Certificateholders.Holders of any Certificates; (v) to provide for the issuance of Certificates of any Class in a form other than fully-registered and for the exchangeability of Certificates in that form and Certificates of the same Class issued in fully registered form; any such amendment may provide for payments on Certificates in a form other than fully registered only outside the United States and for appointment of one or more foreign paying agents of the Trustee that are acceptable to each rating agency that rated the Regular Certificates and may also contain any provisions as may in the Depositor’s judgment be necessary, appropriate or convenient (a) to permit any Certificates to be issued and sold to or held in a form other than fully registered by non-United States Persons, (b) The consent to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on the Certificates, (c) to comply, or facilitate compliance, with other applicable laws or regulations, (d) to provide for usual and customary provisions for communication (by notice publication, maintenance of lists of holders of Certificates issued in other than fully-registered form who have provided names and addresses for such purpose, or otherwise) with holders of Certificates issued in other than fully-registered form, or (e) to otherwise effectuate provisions for the Certificateholders shall be deemed to have been given if the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been given.issuance of Certificates issued in other than fully registered form and their exchangeability with Registered Certificates;