Common use of Derivatives Transactions Clause in Contracts

Derivatives Transactions. The Trust and the Securities Administrator are authorized, at the direction and the expense of the Holders of a majority of the Voting Rights allocated to the Class of Subordinate Certificates outstanding having the highest numerical designation (or, if no Subordinate Certificates are outstanding, a majority of the Voting Rights allocated to the Senior Certificates other than the Class A-R Certificates), to enter into such derivative transactions for the benefit of any Certificateholders as may be deemed desirable by such Holders, so long as (i) as evidenced by one or more Opinions of Counsel addressed to the Securities Administrator (at the expense of such Holders), the execution and delivery of such derivative transaction is permitted under this Agreement and the inclusion of such derivative in the Trust will not be inconsistent with the ERISA provisions contained herein or cause the Certificates (other than the ERISA-Restricted Certificates) to fail to qualify for the Underwriter’s Exemption, (ii) a REMIC Opinion (at the expense of such Holders) is delivered to the Securities Administrator, (iii) an Opinion of Counsel addressed to the Securities Administrator (at the expense of such Holders) that the execution and delivery of such derivative transaction and documentation as presented to the Securities Administrator is permitted under this Agreement, and (iv) the Rating Agency shall have confirmed in writing that the inclusion of such derivative would not result in a downgrade of its then rating of any Class of Certificates.

Derivatives Transactions. The Trust and the Securities Administrator are authorized, at the direction and the expense of the Holders of a majority of the Voting Rights allocated to the Class of Subordinate Certificates outstanding having the highest numerical designation (or, if no Subordinate Certificates are outstanding, a majority of the Voting Rights allocated to the Senior Certificates other than the Class A-R [ ] Certificates), to enter into such derivative transactions for the benefit of any Certificateholders as may be deemed desirable by such Holders, so long as (i) as evidenced by one or more Opinions of Counsel addressed to the Securities Administrator (at the expense of such Holders), the execution and delivery of such derivative transaction is permitted under this Agreement and the inclusion of such derivative in the Trust will not be inconsistent with the ERISA provisions contained herein or cause the Certificates (other than the ERISA-Restricted Certificates) to fail to qualify for the Underwriter’s Exemption, [(ii) a REMIC Opinion (at the expense of such Holders) is delivered to the Securities Administrator], (iii) an Opinion of Counsel addressed to the Securities Administrator (at the expense of such Holders) that the execution and delivery of such derivative transaction and documentation as presented to the Securities Administrator is permitted under this Agreement, and (iv) the Rating Agency shall have confirmed in writing that the inclusion of such derivative would not result in a downgrade of its then rating of any Class of Certificates.