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, 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, any Guaranty 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, any Guaranty or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; (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 this Indenture; (4) to modify the Indenture, any 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; (5) to add to the covenants of the Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer under this Indenture, any Asset Transfer Agreement or any Guaranty; (6) to add any additional Events of Default hereunder; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; or (7) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee. Without the consent of any Noteholder, 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.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any NoteholderNoteholders, 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 hereto, or to the Notes, any Guaranty or any other Transaction Documents, as applicablein form satisfactory to the Indenture Trustee, 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, any Guaranty or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; (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 respectaffected; (32) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (43) to modify the Indenture, any Guaranty or any other Transaction Documents Indenture 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 respectaffected; (54) to add to the covenants of the Issuer, or any other party Issuer for the benefit of the Noteholders, Noteholders or to surrender any right or power herein conferred upon the Issuer under this Indenture, any Asset Transfer Agreement or any GuarantyIssuer; (65) to add any additional Events of Default hereunder; providedDefault, that provided such action shall not adversely affect the interests of the Noteholders in any material respect; orNoteholders; (76) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee. Without ; or (7) to (i) correct any typographical error, (ii) cure any mistake or (iii) make or amend any other provisions with respect to matters or questions arising under this Indenture which are not inconsistent with the consent provisions thereof; provided, that such action shall not materially adversely affect the interests of any NoteholderNoteholders or affect in any material respect the permitted activities of the Indenture Trustee hereunder. For any supplemental indenture or amendment pursuant to (1)-(7) above, no such supplemental indenture or amendment shall be effective unless the Issuer party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer, at such party’s expense (unless requested by the Indenture Trustee, then at the expense of the Issuer as an Extraordinary Expense), (i) an opinion of Independent counsel that, where required above, such action will not adversely affect or materially adversely affect, as the case may be, the interests of any time Noteholders, or (ii) solely as to an amendment pursuant to (7)(ii) above, an Officer’s Certificate of the Depositor identifying the mistake, stating that the amendment is needed to correct the mistake and from time to time, may enter into one or more amendments to any Account Control Agreementdescribing the basis for such conclusion.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of any Noteholderthe Noteholders but with the consent of the Certificate Insurer, unless a Certificate Insurer Default is then continuing, 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, any Guaranty the Property Management Agreement, the Contribution Agreement or any other Transaction Documents, as applicableSecurity Document, 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, any Guaranty or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; (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 respectaffected; (32) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (43) to modify the Indenture, any Guaranty the Property Management Agreement, the Contribution Agreement or any other Transaction Documents as required or made necessary by any change in applicable law, Security Document so long as the interests of the Noteholders would not be adversely affected in any material respectaffected; (54) to add to the covenants of the Issuer, Issuer or any other party Person for the benefit of the Noteholders, Noteholders or to surrender any right or power herein or therein conferred upon the Issuer under this Indenture, any Asset Transfer Agreement or any GuarantyIssuer; (65) to add any additional Events events of Default hereunder; provideddefault hereunder or under the Property Management Agreement or any other Security Document, that provided such action shall not adversely affect the interests of the Noteholders in any material respect; orNoteholders; (76) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee. Without the consent of any Noteholder, the Grantor Trust Trustee, Master Servicer, Back-up Servicer, Special Servicer or Property Manager; or (7) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in the Notes, the Property Management Agreement, the Contribution Agreement or any other Security Document provided such action shall not adversely affect the interests of the Noteholders. No such supplemental indenture or amendment shall be effective unless (i) the Issuer obtains a Tax Opinion and an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes to be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section 1.001-3, and furnished each such Opinion of Counsel to the Indenture Trustee in connection therewith and (ii) the party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Indenture TrusteeIssuer an opinion of counsel that, at any time and from time to timewhere required above, may enter into one or more amendments to any Account Control Agreementsuch action will not adversely affect the interests of Noteholders.

Supplemental Indentures or Amendments Without Consent of Noteholders. Without the consent of the Noteholders but with the consent of the Agent and Oakwood Servicing (for so long as it holds any NoteholderLLC Interests), 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, any Guaranty Notes or any other Transaction Documents, as applicablethe Receivables Purchase 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, any Guaranty or any other Transaction Document; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; (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 respectTrustee; (32) to correct any manifestly incorrect description, or amplify the description, of any property subject to the lien of this Indenture; (43) to modify the Indenture, any Guaranty Indenture or any other Transaction Documents the Receivables Purchase Agreement as required by, or made necessary by any change in in, applicable law, so long as the interests of the Noteholders would not be adversely affected in any material respect; (5) to add to the covenants of the Issuer, or any other party for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer under this Indenture, any Asset Transfer Agreement or any Guaranty; (6) to add any additional Events of Default hereunder; provided, that such action shall not adversely affect the interests of the Noteholders in any material respect; or (74) to evidence and provide for the acceptance of appointment by a successor Indenture Trustee, REMIC Servicer or REMIC Sub-Servicer; or (5) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in the Notes or the Receivables Purchase Agreement. Without No such supplemental indenture or amendment shall be effective unless (i) the consent Issuer obtains a Tax Opinion and obtains an Opinion of any NoteholderCounsel to the effect that such supplemental indenture or amendment would not cause the Notes to be characterized other than as indebtedness for federal income tax purposes or cause the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section. 1.1001-3, and furnishes each such Opinion of Counsel to the Indenture Trustee in connection therewith, and (ii) with respect to the clauses (1) and (3) above, the Issuer party requesting such supplemental indenture or amendment furnishes to the Indenture Trustee and the Issuer an Opinion of Counsel that, such action will not adversely affect the interests of Noteholders under this Indenture Trustee, at in any time and from time to time, may enter into one or more amendments to any Account Control Agreementmaterial way.