Common use of Waivers and Supplemental Agreements Clause in Contracts

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof; or (iv) without the consent of the Holder of any Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. (a) With the consent of Xxxxxx Xxx and the Holders of each Class of Senior Certificates having Certificate Balances, or a Class Notional Amount, as applicable, aggregating not less than 66% of the Class Balance, or Class Notional Amount, as applicable, for such Class (or, if no Senior Certificates are outstanding, the Holders of each Class of Subordinate Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class Class) (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the CertificatesAgreement; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate;; or (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2;9.2(a); or (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof3.4; or (iv) without the consent of all Holders of the Holder Class R Certificates or all Holders of any Residual Certificatethe Class RL Certificates, as applicable, materially adversely affect the rights of the Holder Holders of the Residual Certificate Class R Certificates or the Holders of the Class RL Certificates, as applicable, including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder Holders of the Class R Certificates or the Holders of the Class RL Certificates; or (v) without the consent of the Holders of each Class of Subordinate Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class, permit the modification or waiver of any Residual Certificateprovision of Article IV of this Trust Agreement, which waiver would have a material adverse effect on such Classes. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to Holders of the CertificateholdersSubordinate Certificates. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement. (b) Xxxxxx Xxx reserves the right to amend, restate, supplement or otherwise modify the Sale and Servicing Agreement; provided that no such amendment, restatement, supplement or other modification materially and adversely affects the rights of the Subordinate Directing Holder thereunder unless the Subordinate Directing Holder has consented thereto (and such consent shall be binding upon any successor Subordinate Directing Holder).

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Senior Certificates pursuant to Section 3.4 hereof; or (iv) without the consent of the Holder of any Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in in‌ any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Senior Certificates pursuant to Section 3.4 hereof; or (iv) without the consent of the Holder of any Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. (a) With the consent of Xxxxxx Xxx and the Holders of each Class of Senior Certificates aggregating not less than 66% of the Class Balance for such Class (or, if no Senior Certificates are outstanding, the Holders of the Class of Subordinate Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class Class) (ax) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (by) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the CertificatesAgreement; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders Certificateholders, including Subordinate Certificateholders, affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate;; or (ii) without the consent of all Certificateholders, including Subordinate Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2;9.2(a); or (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof3.4; or (iv) without the consent of the Holder of any Residual the Class R Certificate and the Holder of the Class RL Certificate, as applicable, materially adversely affect the rights of the Holder of the Residual Class R Certificate or of the Holder of the Class RL Certificate, including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of the Class R Certificate or by the Holder of the Class RL Certificate; or (v) without the consent of the Holders of Subordinate Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class, permit the modification or waiver of any Residual Certificateprovision of Article IV, which waiver would have a material adverse effect on such Classes. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to Holders of the CertificateholdersCertificates. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement. (b) Xxxxxx Xxx reserves the right to amend, restate, supplement or otherwise modify the Sale and Servicing Agreement; provided that no such amendment, restatement, supplement or other modification materially and adversely affects the rights of the Subordinate Directing Holder thereunder unless the Subordinate Directing Holder has consented thereto (and such consent shall be binding upon any successor Subordinate Directing Holder).

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the CertificatesAgreement; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof3.4; or (iv) without the consent of the Holder of any Residual Certificatethe R Class Certificates or the Holder of the RL Class Certificates, materially adversely affect the rights of the Holder of the Residual Certificate R Class Certificates or the Holder of the RL Class Certificates, including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificatethe R Class Certificates or the Holder of the RL Class Certificates. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “"Supplemental Agreement”") for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the CertificatesAgreement; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s 's guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof3.4; or (iv) without the consent of the Holder of any Residual the R Class Certificate, materially adversely affect the rights of the Holder of the Residual R Class Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual the R Class Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates affected thereby having Certificate Balances aggregating not less than 66% of the Class Balance for such Class Class, (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates; provided provided, however, that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Senior Certificates pursuant to Section 3.4 hereof; or (iv) without the consent of the Holder of any Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “"Supplemental Agreement”") for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the CertificatesAgreement; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s 's guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof3.4; or (iv) without the consent of the Holder of any Residual the A-R Class Certificate, materially adversely affect the rights of the Holder of the Residual A-R Class Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual the A-R Class Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such of each Class of Certificates, (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular InterestsAgreement; provided, the Middle Tier Regular Interests or the Certificates; provided however, that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected therebyCertificateholders, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate;; or (ii) without the consent of all Certificateholders, (A) terminate or modify Xxxxxx Mae’s guaranty of the aggregate amount of Accrued Certificate Interest in respect of the Senior Certificates and of the Senior Principal Distribution Amount pursuant to Section 3.4.2, (B) result in a Significant Change in a Permitted Activity, or (C) reduce the aforesaid percentages of Certificates the Holders of which are required to consent to any waiver or Supplemental Agreement; or reduce the percentages of Certificates, Certificates the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2;9.3; or (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Certificates pursuant to Section 3.4 hereof; or (iv) without the consent of the Holder of any Residual CertificateCertificateholders, materially adversely affect the rights of the Holder of the a Residual Certificate Certificate, including, without limitation, any such waiver or Supplemental Agreement which might have by having the effect of increasing any taxes payable by the Holder of any such Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.29.3, Xxxxxx Xxx shall give written notice thereof to Holders of the CertificateholdersCertificates. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement. Xxxxxx Xxx reserves the right to amend, restate, supplement or otherwise modify the Sale and Servicing Agreement; provided that no such amendment, restatement, supplement or other modification materially and adversely affects the rights of the Subordinate Directing Holder thereunder unless the Subordinate Directing Holder has consented thereto (and such consent shall be binding upon any successor Subordinate Directing Holder).

Waivers and Supplemental Agreements. With the consent of Xxxxxx Xxx and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class Class (a) compliance by Xxxxxx Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Xxxxxx Xxx and/or the Trustee may enter into any supplemental agreement (each, a “Supplemental Agreement”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Xxxxxx Mae’s guaranty obligations with respect to the Lower Tier Regular Interests, the Middle Tier Regular Interests, and the Certificates pursuant to Section 3.4 Sections 2.4, 2.6 and 3.4, hereof, respectively; or (iv) without the consent of the Holder of any Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Xxxxxx Xxx shall give written notice thereof to the Certificateholders. Any failure of Xxxxxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.