Common use of Supplemental Indentures or Amendments Without Consent of Noteholders Clause in Contracts

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, upon 20 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (3) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (4) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document; (6) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (7) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Property Manager, Special Servicer, Collateral Agent, Custodian or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not cause (i) any Class of Notes of any Series that was characterized as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposes, (ii) any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation or (iii) any taxable gain or loss to be recognized by any Noteholder of an outstanding Series.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranty, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranty, any Environmental Indemnity Agreement, any Performance Undertaking Mortgage with respect to a Property or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to cause any provision herein or in the Notes, the Property Management Agreement, the Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act; (4) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (35) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (46) to modify the Indenture, the Property Management Agreement, any Mortgage, the Property Transfer AgreementsGuaranty, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable lawApplicable Law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (57) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity AgreementMortgage, the Performance Undertaking Guaranty or any other Transaction Document; (6) 8) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (79) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (ix) adversely affect the tax characterization of the Notes or any Class of Related Series Notes of any Series that was characterized as debt, as debt at the time of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, (iiy) cause any of the Issuers of any outstanding Series or applicable Co-Issuers to be treated as an “association, a publicly-” or “publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporation or as a “taxable mortgage pool”, and (iiiz) cause or constitute an event in which any taxable gain or loss to would be recognized by any Noteholder Noteholder, any holder of an outstanding SeriesRelated Series Notes or any of the Issuers or applicable Co-Issuers without the express written consent of any affected Noteholders of holders of Related Series Notes. Without the consent of any Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but with the prior written consent of each Insurer and upon 20 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the any Performance Undertaking or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders and the Insurers would not be adversely affected in any material respect; (3) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (4) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Purchase and Sale Agreement, any Environmental Indemnity Agreement, the Performance Undertaking Agreement or any other Transaction DocumentPerformance Undertaking; (6) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (7) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Property Manager, Special Servicer, Collateral Agent, Custodian or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee and each Insurer shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (i) cause any Class of Notes of any Series that was characterized as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposes, or (ii) cause or constitute an event in which any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation or (iii) any taxable U.S. federal income tax gain or loss to would be recognized by any Noteholder or any Issuer. Without the consent of an outstanding Seriesany Noteholder, but with the prior written consent of each Insurer and upon 20 days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement and the Indenture Trustee is authorized to enter into any such amendment at the direction of any Insurer (so long as no Insurer Default with respect to such Insurer has occurred and is continuing).

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but with the prior written consent of each Insurer and upon 20 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the any Performance Undertaking or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; : provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders and the Insurers would not be adversely affected in any material respect; (3) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (4) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, ; any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Purchase and Sale Agreement, any Environmental Indemnity Agreement, the Performance Undertaking Agreement or any other Transaction DocumentPerformance Undertaking; (6) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (7) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Property Manager, Special Servicer, Collateral Agent, Custodian or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee and each Insurer shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (i) cause any Class of Notes of any Series that was characterized as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposes, or (ii) cause or constitute an event in which any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation or (iii) any taxable U.S. federal income tax gain or loss to would be recognized by any Noteholder or any Issuer. Without the consent of an outstanding Seriesany Noteholder, but with the prior written consent of each Insurer and upon 20 days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement and the Indenture Trustee is authorized to enter into any such amendment at the direction of any Insurer (so long as no Insurer Default with respect to such Insurer has occurred and is continuing).

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholderthe Noteholders, upon 20 days’ prior written notice to but with consent of the Rating AgenciesInsurer, the parties to each agreement listed belowIssuer, and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, Notes or the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Documents, as applicable, Agreement for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders or the Insurer would not be adversely affected in any material respectaffected; (32) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (43) to modify the Indenture, Indenture or the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents Agreement as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholderaffected; (54) to add to the covenants of any Issuer, the Issuer or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any the Issuer under this Indenture, Indenture or the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document; (65) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that provided such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; orNoteholders; (76) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Property Manager, Manager or Special Servicer; or (7) to correct any typographical error or cure any ambiguity, Collateral Agentor to cure, Custodian correct or Back-Up Managersupplement any defective or inconsistent provision herein or in the Notes or the Property Management Agreement, provided such action shall not adversely affect the interests of the Noteholders. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee and the Insurer shall have first received received, if requested by them, an Opinion of Counsel to the effect that such amendment will not cause (i) any Class of Notes of any Series that was characterized cause the Issuer to be treated as debt, a publicly traded partnership taxable as a corporation under Section 7704 of the applicable Series Closing DatesCode, (ii) cause the Notes to be characterized other than as indebtedness for U.S. federal income tax purposes, (ii) any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation purposes or (iii) cause any taxable gain or loss of the Notes to be recognized by any Noteholder deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation §1.001-3, and the party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer an opinion of an outstanding SeriesIndependent counsel that, where required above, such action will not adversely affect the interests of Noteholders.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Performance Support Agreement, the Performance Undertaking Mortgage with respect to an Owned Property or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Performance Support Agreement, any Performance Undertaking Mortgage with respect to an Owned Property or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to cause any provision herein or in the Notes, the Property Management Agreement, any Performance Support Agreement, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act; (4) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (35) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (46) to modify the Indenture, the Property Management Agreement, any Mortgage with respect to an Owned Property, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking Support Agreement or any other Transaction Documents as required or made necessary by any change in applicable lawApplicable Law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (57) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer AgreementMortgage with respect to an Owned Property, any Environmental Indemnity Agreement, the Performance Undertaking Support Agreement or any other Transaction Document; (6) 8) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (79) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (ix) any Class of Notes adversely affect the tax characterization of any Series Note that was characterized as debt, as debt at the time of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, (iiy) cause any of the Issuers of any outstanding Series to be treated as an associationassociation that is taxable as a corporation, a publicly-publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation corporation, and (z) cause or (iii) constitute an event in which any taxable tax gain or loss to would be recognized by any Noteholder or any Issuers for federal income tax purposes. Without the consent of an outstanding Seriesany Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, upon 20 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any the Environmental Indemnity Agreement, any the Performance Undertaking or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Affirmative Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (3) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (4) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreements, any the Environmental Indemnity Agreement, any the Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Affirmative Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity Agreement, Agreement or the Performance Undertaking or any other Transaction DocumentUndertaking; (6) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Affirmative Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (7) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Property Manager, Special Servicer, Collateral Agent, Custodian or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not cause (i) any Class of Notes of any Series that was characterized as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposes, (ii) any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation or (iii) any taxable gain or loss to be recognized by any Noteholder of an outstanding Series.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranty, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranty, any Environmental Indemnity Agreement, any Performance Undertaking Mortgage with respect to a Property or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to cause any provision herein or in the Notes, the Property Management Agreement, the Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act; (4) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (35) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (46) to modify the Indenture, the Property Management Agreement, any Mortgage, the Property Transfer AgreementsGuaranty, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable lawApplicable Law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (57) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity AgreementMortgage, the Performance Undertaking Guaranty or any other Transaction Document; (6) 8) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (79) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (ix) any Class adversely affect the tax characterization of the Notes of any Series that was characterized as debt, as debt at the time of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, (iiy) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool “association taxable as a corporation corporation” or a “publicly traded partnership” or cause any Issuers (iiior portion there) to be treated as a “taxable mortgage pool”, and (z) cause or constitute an event in which any taxable gain or loss to would be recognized by any Noteholder or any of an outstanding Seriesthe Issuers without the express written consent of any affected Noteholders. Without the consent of any Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but with the prior written consent of each Insurer and upon 20 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction DocumentsDocument, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders and the Insurers would not be adversely affected in any material respect; (3) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (4) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreements, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) to add to the covenants of any the Issuer, any Co-Issuer or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any the Issuer under this Indenture, the Property Management Agreement, any Property Transfer AgreementPurchase and Sale Agreements, any the Environmental Indemnity Agreement, Agreement or the Performance Undertaking or any other Transaction DocumentUndertaking; (6) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (7) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Property Manager, Special Servicer, Collateral Agent, Custodian or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee and each Insurer shall have first received a Tax Opinion and an Opinion of Counsel to the effect that such amendment will not cause (i) cause any Class of Notes of any Series that was characterized as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposes, or (ii) cause or constitute an event in which any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation or (iii) any taxable U.S. federal income tax gain or loss to would be recognized by any Noteholder or the Issuer. Without the consent of an outstanding Seriesany Noteholder, but with the prior written consent of each Insurer and upon 20 days’ prior written notice to the Rating Agencies, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement and the Indenture Trustee is authorized to enter into any such amendment at the direction of any Insurer (so long as no Insurer Default with respect to such Insurer has occurred and is continuing).

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 10 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Guaranty, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguityambiguity herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document; (2) to cure, correct, amend or supplement cause any provision herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to amend or supplement a provision, or to supplement any provisions herein or in the Notes, the Property Transfer Agreements, any Environmental Indemnity Management Agreement, any Performance Undertaking Guaranty, any Mortgage or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (24) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act of 1934, as amended; (5) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (36) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (47) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, any Environmental Indemnity Agreement, any Performance Undertaking Guaranty or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) 8) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity Agreement, the Performance Undertaking Agreement or any other Transaction DocumentGuaranty; (69) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (710) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Collateral Agent, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (x) cause (i) the imposition of a tax on any Class of Notes of any Series that was characterized as debt, as of the applicable Issuers, (y) cause the Notes or any Related Series Closing Dates, Notes to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiz) cause any of the Issuers Notes or any related Series Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.1001-3. Without the consent of any outstanding Series Noteholder, but upon 10 days’ prior written notice to be treated as an associationthe Rating Agencies, a publicly-traded partnership the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or a taxable mortgage pool taxable as a corporation or (iii) more amendments to any taxable gain or loss to be recognized by any Noteholder of an outstanding SeriesAccount Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Guaranty, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguityambiguity herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document; (2) to cure, correct, amend or supplement cause any provision herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to amend or supplement a provision, or to supplement any provisions herein or in the Notes, the Property Transfer Agreements, any Environmental Indemnity Management Agreement, any Performance Undertaking Guaranty, any Mortgage or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (24) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act of 1934, as amended; (5) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (36) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (47) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, any Environmental Indemnity Agreement, any Performance Undertaking Guaranty or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) 8) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity Agreement, the Performance Undertaking Agreement or any other Transaction DocumentGuaranty; (69) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (710) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Collateral Agent, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (x) cause the imposition of a tax on any of the Issuers, (iy) cause any Class of Notes of any Series that was characterized as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposes, or (iiz) cause any of the Issuers Notes of any outstanding Series to be treated as an associationdeemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.1001-3. Without the consent of any Noteholder, a publicly-traded partnership but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or a taxable mortgage pool taxable as a corporation or (iii) more amendments to any taxable gain or loss to be recognized by any Noteholder of an outstanding SeriesAccount Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 10 days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Guaranty, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguityambiguity herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document; (2) to cure, correct, amend or supplement cause any provision herein or in the Notes, the Property Management Agreement, any Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to amend or supplement a provision, or to supplement any provisions herein or in the Notes, the Property Transfer Agreements, any Environmental Indemnity Management Agreement, any Performance Undertaking Guaranty, any Mortgage or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (24) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act of 1934, as amended; (5) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (36) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (47) to modify the Indenture, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, any Environmental Indemnity Agreement, any Performance Undertaking Guaranty or any other Transaction Documents as required or made necessary by any change in applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (5) 8) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity Agreement, the Performance Undertaking Agreement or any other Transaction DocumentGuaranty; (69) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (710) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Collateral Agent, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment (x) will not cause (i) any adversely affect the tax characterization of the Class of Notes of any outstanding Series that was characterized as debt, as debt at the time of the applicable Series Closing Dates, to be characterized other than as indebtedness its issuance for U.S. federal income tax purposes, (iiy) will not cause any of the Issuers of any outstanding Series to be treated as an associationassociation that is taxable as a corporation, a publicly-traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation corporation, for U.S. federal income tax purposes, and (z) will not cause or (iii) constitute an event in which any taxable U.S. federal income tax gain or loss to would be recognized by any Noteholder or any of an the Issuers of any outstanding Series. Without the consent of any Noteholder, but upon 10 days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranty, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranty, any Environmental Indemnity Agreement, any Performance Undertaking Mortgage with respect to a Property or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to cause any provision herein or in the Notes, the Property Management Agreement, the Guaranty, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act; (4) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (35) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of the Mortgages or this Indenture; (46) to modify the Indenture, the Property Management Agreement, any Mortgage, the Property Transfer AgreementsGuaranty, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable lawApplicable Law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (57) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity AgreementMortgage, the Performance Undertaking Guaranty or any other Transaction Document; (6) 8) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (79) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Custodian, Property Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (ix) adversely affect the tax characterization of the Notes or any Class of Related Series Notes of any Series that was characterized as debt, as debt at the time of the applicable Series Closing Dates, to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, (iiy) cause any of the Issuers of any outstanding Series or applicable Co-Issuers to be treated classified as an “association” taxable as a corporation, a publicly-“publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporation or as a taxable mortgage pool that is taxable as a corporation, and (iiiz) cause or constitute an event in which any taxable gain or loss to would be recognized by any Noteholder Noteholder, any holder of an outstanding SeriesRelated Series Notes or any of the Issuers or applicable Co-Issuers without the express written consent of any affected Noteholders of holders of Related Series Notes. Without the consent of any Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuers and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholder, but upon 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to each agreement listed below, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranties, the Environmental Indemnity Agreement, the Performance Undertaking any Mortgage or any other Transaction Documents, as applicable, for any of the following purposes: (1) to correct any typographical error or cure any ambiguity, or to cure, correct, amend or supplement any provision herein or in the Notes, the Property Management Agreement, the Property Transfer AgreementsGuaranties, any Environmental Indemnity Agreement, any Performance Undertaking Mortgage with respect to a Property or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (2) to cause any provision herein or in the Notes, the Property Management Agreement, the Guaranties, any Mortgage or any other Transaction Document to conform or be consistent with or in furtherance of the statements set forth in the applicable Private Placement Memorandum (as defined in the applicable Series Supplement) or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein, as applicable; (3) to institute or modify any procedures relating to compliance with Rule 17g-5 under the Securities Exchange Act; (4) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee so long as the interests of the Noteholders would not be adversely affected in any material respect; (35) to correct any manifestly incorrect description, or amplify the description, of any property Issuer Collateral or Collateral subject to the lien of the Property Owner Guaranty, the Mortgages or this Indenture, as applicable; (46) to modify the Indenture, the Property Management Agreement, any Mortgage, the Property Transfer AgreementsGuaranties, any Environmental Indemnity Agreement, any Performance Undertaking or any other Transaction Documents as required or made necessary by any change in applicable lawApplicable Law, so long as the interests of the Noteholders would not be adversely affected in any material respect; provided, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; (57) to add to the covenants of any Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon any Issuer under this Indenture, the Property Management Agreement, any Property Transfer Agreement, any Environmental Indemnity AgreementMortgage, the Performance Undertaking Guaranties or any other Transaction Document; (6) 8) to add any additional Events of Default hereunder or Servicer Replacement Events (as defined in the Property Management Agreement) under the Property Management Agreement; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; provided, further, that if the Rating Condition is satisfied, any such action shall be deemed not to materially adversely affect the interests of any Noteholder; or (79) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, Custodian, Property Manager, the Issuer Manager, Special Servicer, Collateral Agent, Custodian Servicer or Back-Up Manager. No such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not cause (ix) any Class of Notes adversely affect the tax characterization of any Series that was characterized outstanding Notes treated as debt, as of the applicable Series Closing Dates, to be characterized other than as indebtedness debt for U.S. federal income tax purposes, (iiy) any of cause the Issuers of any outstanding Series Issuer to be treated classified as an “association, a publicly-” or “publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporation corporation, or cause the Issuer or any portion thereof to be classified as a “taxable mortgage pool”, or (iiiz) cause or constitute an event in which any taxable gain or loss to would be recognized by any Noteholder or the Issuer without the express written consent of an outstanding Seriesany affected Noteholders of holders of Notes. Without the consent of any Noteholder, but upon ten (10) days’ prior written notice to the Rating Agencies, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more amendments to any Account Control Agreement.