Common use of SUPPLEMENTAL INDENTURES OR AMENDMENTS WITH CONSENT OF HOLDERS Clause in Contracts

SUPPLEMENTAL INDENTURES OR AMENDMENTS WITH CONSENT OF HOLDERS. With the consent of the Majority Holders, the Issuer, the Servicer, the Special Servicer (it being understood that the Servicer's and Special Servicer's signature shall not be required for any such supplement or amendment unless the supplement or amendment restricts, changes or impairs the rights of the Servicer or Special Servicer hereunder or under any of the Security Documents or adds to or changes the liability or obligations of the Servicer or Special Servicer hereunder or under any of the Security Documents in any respect) and the Trustee may enter into an indenture or indentures supplemental hereto or one or more amendments hereto for the purpose of adding to any provisions of or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Notes under this Indenture and the Issuer and the Trustee may enter into any amendments to the other Security Documents; PROVIDED, HOWEVER, that no such supplemental indenture or amendment shall, without the consent of the Holder of each Outstanding Note adversely affected thereby, (i) change the Maturity Date of, the principal of, or the due date or amount of any interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or change the coin or currency in which any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity Date thereof (or, in the case of redemption, on or after the Redemption Date), or (ii) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or for any other reason under this Indenture or reduce the requirements of Section 12.4 for quorum or voting, or (iii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 10.2, or (iv) modify any of the provisions of this Section 9.2 or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby, or (v) except as otherwise expressly provided in this Indenture or in the other Security Documents, deprive any Holder of the benefit of a first priority security interest in the Indenture Collateral, or (vi) modify the provisions of this Indenture relating to payments on the Notes, or (vii) release from the lien of the Indenture all or any part of the Indenture Collateral except as described in this Indenture or the other Security Documents, or (viii) modify the Servicing Standards, or (ix) authorize the Trustee to agree to delay the timing of, or reduce the payments to be made on, the Notes except as described herein. In connection with the execution of any such supplemental indenture or amendment, the Issuer shall obtain and deliver to the Trustee an Opinion of Counsel from counsel experienced in federal income tax matters that the execution of such supplemental indenture will not result in the Notes being treated as having been exchanged for new notes pursuant to Section 1001 of the Code, PROVIDED that no such Opinion of Counsel shall be required if such Opinion of Counsel cannot be obtained and that fact is disclosed to the Holder of each Outstanding Note whose consent is required hereunder. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. No such supplement or amendment of this Indenture or the Notes shall be permitted to the extent that such amendment would cause an outstanding Advance to be a Nonrecoverable Advance.

SUPPLEMENTAL INDENTURES OR AMENDMENTS WITH CONSENT OF HOLDERS. (a) With the consent of the Majority HoldersHolders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes, the Issuer, when authorized by its members, the Servicer, the Special Servicer (it being understood that the Servicer's and Special Servicer's signature shall not be required for any such supplement or amendment unless the supplement or amendment restricts, changes or impairs the rights of the Servicer or Special Servicer hereunder or under any of the Security Documents or adds to or changes the liability or obligations of the Servicer or Special Servicer hereunder or under any of the Security Documents in any respect) and the Trustee may enter into an indenture or indentures supplemental hereto or one or more amendments hereto for the purpose of adding to any provisions of or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture and the Issuer and the Trustee may enter into any amendments to the Security Documents (other Security Documentsthan the Mortgage, the amendment of which is governed by Article 55 thereof); PROVIDEDprovided, HOWEVERhowever, that no such supplemental indenture or amendment shall, without the consent of the Holder of each Outstanding Note adversely affected thereby, (i1) change the Maturity Date of, the principal of, or the due date or amount of any interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or change the coin or currency in which any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity Date thereof (or, in the case of redemption, on or after the Redemption Date) except as set forth below in Section 9.2(b), or (ii2) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or for any other reason under this Indenture or reduce the requirements of Section 12.4 13.4 for quorum or votingvoting except as set forth below in Section 9.2(b), or (iii3) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 10.2, or (iv4) modify any of the provisions of this Section 9.2 or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby, oror 141 150 (v5) except as otherwise expressly provided in this Indenture or in the other Security DocumentsMortgage, deprive any Holder of the benefit of a first priority security interest in the Indenture CollateralMortgaged Properties, or (vi6) modify the provisions of this Indenture relating to payments on the Notes, orSecurities except as set forth below in Section 9.2(b); (vii7) release from the lien of the Indenture all or any part of the Indenture Collateral except as described in this Indenture or the other Security Documents, orMortgage; (viii) 8) modify the Servicing Standards, ; or (ix9) authorize the Trustee to agree to delay the timing of, or reduce the payments to be made on, the Notes except as described herein. In connection with . (b) Notwithstanding the execution foregoing provisions of any such supplemental indenture Section 9.2(a), if (A) there exists an Event of Default or amendment, an Event of Default is reasonably foreseeable and (B) the Issuer shall obtain and deliver to the Trustee an Opinion of Counsel from counsel experienced in federal income tax matters that the execution of such supplemental indenture will not result in the Notes being treated as having been exchanged for new notes pursuant to Section 1001 of the Code, PROVIDED that no such Opinion of Counsel shall be required if such Opinion of Counsel cannot be Special Servicer has obtained and that fact is disclosed to the Holder of each Outstanding Note whose consent is required hereunder. It shall not be necessary for the consent of the Holders under this Section of not less than 66 2/3% of the aggregate principal amount of the Directing Holders, the Special Servicer may forgive any payment of principal or interest on the Notes or significantly accelerate or defer payment of principal or interest thereon, subject however to approve each of the particular form following limitations, conditions and restrictions: (i) no reduction in the interest rate or reduction or delay of any proposed supplemental indentureinterest payment or forgiveness of interest may result in a shortfall of interest to any class of Notes other than the Directing Holders unless the Holders of 66 2/3% of the Outstanding aggregate principal amount of such Class of Notes consents thereto; (ii) the Special Servicer may only agree to reductions of principal and/or interest and/or delay payments of principal for periods lasting no more than twelve consecutive months and for no more than two such periods, but it provided, that no such agreement by the Special Servicer shall be sufficient if such consent shall approve permit the substance thereof. No such supplement or amendment delay of this Indenture or any principal payment to a date later than March 15, 2012 and (iii) the Notes shall be permitted amount of principal forgiven may not exceed 100% of the Class principal balance of the Directing Holders less any shortfalls of interest (other than those with respect to the extent that such amendment would cause an Directing Holders) and Appraisal Reduction Amounts then outstanding Advance to be a Nonrecoverable Advanceunless Holders of not less than 66 2/3% in aggregate Outstanding principal amount of each affected Class of Notes consents thereto.

SUPPLEMENTAL INDENTURES OR AMENDMENTS WITH CONSENT OF HOLDERS. With the consent of the Majority Holders, the Issuer, the Servicer, the Special Servicer (it being understood that the Servicer's and Special Servicer's signature shall not be required for any such supplement or amendment unless the supplement or amendment restricts, changes or impairs the rights of the Servicer or Special Servicer hereunder or under any of the Security Documents or adds to or changes the liability or obligations of the Servicer or Special Servicer hereunder or under any of the Security Documents in any respect) and the Trustee may enter into an indenture or indentures supplemental hereto or one or more amendments hereto for the purpose of adding to any provisions of or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Notes under this Indenture and the Issuer and the Trustee may enter into any amendments to the other Security Documents; PROVIDED, HOWEVER, that no such supplemental indenture or amendment shall, without the consent of the Holder of each Outstanding Note adversely affected thereby, (i) change the Maturity Date of, the principal of, or the due date or amount of any interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or change the coin or currency in which any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity Date thereof (or, in the case of redemption, on or after the Redemption Date), or (ii) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or for any other reason under this Indenture or reduce the requirements of Section 12.4 for quorum or voting, or (iii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 10.2, or (iv) modify any of the provisions of this Section 9.2 or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby, or (v) except as otherwise expressly provided in this Indenture or in the other Security Documents, deprive any Holder of the benefit of a first priority security interest in the Indenture Collateral, or (vi) modify the provisions of this Indenture relating to payments on the Notes, or, (vii) release from the lien of the Indenture all or any part of the Indenture Collateral except as described in this Indenture or the other Security Documents, or, (viii) modify the Servicing Standards, or (ix) authorize the Trustee to agree to delay the timing of, or reduce the payments to be made on, the Notes except as described herein. In connection with the execution of any such supplemental indenture or amendment, the Issuer shall obtain and deliver to the Trustee an Opinion of Counsel from counsel experienced in federal income tax matters that the execution of such supplemental indenture will not result in the Notes being treated as having been exchanged for new notes pursuant to Section 1001 of the Code, PROVIDED that no such Opinion of Counsel shall be required if such Opinion of Counsel cannot be obtained and that fact is disclosed to the Holder of each Outstanding Note whose consent is required hereunder. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. No such supplement or amendment of this Indenture or the Notes shall be permitted to the extent that such amendment would cause an outstanding Advance to be a Nonrecoverable Advance.