Common use of Without Consent of the Certificateholders Clause in Contracts

Without Consent of the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Servicer and the Trustee without the consent of any of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein or (iii) to add to the duties of the Depositor, the Seller, the Securities Administrator, the Master Servicer, the Servicer or the Trustee, but only if such duties would not constitute a significant change to the permitted activities of the Issuing Entity; provided that any such amendment shall not, as evidenced by an Opinion of Counsel, which Opinion of Counsel shall be expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Fund, adversely affect in any material respect the interests of any Certificateholder; and provided further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned to the Certificate. (b) The Trustee, the Depositor, the Securities Administrator, the Master Servicer and the Servicer also may at any time and from time to time amend this Agreement without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of any Trust REMIC as a REMIC under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided that the Trustee has been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax or comply with any such requirements of the Code.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First NLC Securitization, Inc.), Pooling and Servicing Agreement (Lares Asset Securitization, Inc.)

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Without Consent of the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the any Servicer and the Trustee without the consent of any of the Certificateholders but with the consent of the Cap Provider and the Swap Provider (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein or (iii) to add to the duties of the Depositor, the Seller, the Securities Administrator, the Master Servicer, the Servicer Servicers or the Trustee, but only if such duties would not constitute a significant change to the permitted activities of the Issuing Entity; provided that any such amendment shall not, as evidenced by an Opinion of Counsel, which Opinion of Counsel shall be expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, adversely affect in any material respect the interests of any Certificateholder; and provided further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned to the Certificate. (b) The Trustee, the Depositor, the Securities Administrator, the Master Servicer and the Servicer Servicers also may at any time and from time to time amend this Agreement without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of any Trust REMIC as a REMIC under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided that the Trustee has been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax or comply with any such requirements of the CodeCode and does not have a material adverse effect on the rights and obligations of the Cap Provider or Swap Provider.

Appears in 1 contract

Samples: Pooling Agreement (Luminent Mortgage Trust 2007-2)

Without Consent of the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the any Servicer and the 183 Trustee without the consent of any of the Certificateholders but with the consent of the Cap Provider (to the extent required by the Cap Agreement) (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein or (iii) to add to the duties of the Depositor, the Seller, the Securities Administrator, the Master Servicer, the Servicer Servicers or the Trustee, but only if such duties would not constitute a significant change to the permitted activities of the Issuing Entity; provided that any such amendment shall not, as evidenced by an Opinion of Counsel, which Opinion of Counsel shall be expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, adversely affect in any material respect the interests of any Certificateholder; and provided further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned to the Certificate. (b) The Trustee, the Depositor, the Securities Administrator, the Master Servicer and the Servicer Servicers also may at any time and from time to time amend this Agreement without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of any Trust REMIC as a REMIC under the Code or any grantor trust created hereunder as a grantor trust under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC or grantor trust pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided that the Trustee has been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax or comply with any such requirements of the Code.

Appears in 1 contract

Samples: Pooling Agreement (Luminent Mortgage Trust 2006-7)

Without Consent of the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the any Servicer and the Trustee without the consent of any of the Certificateholders but with the consent of the Cap Provider and the Swap Provider (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein or (iii) to add to the duties of the Depositor, the Seller, the Securities Administrator, the Master Servicer, the Servicer Servicers or the Trustee, but only if such duties would not constitute a significant change to the permitted activities of the Issuing Entity; provided that any such amendment shall not, as evidenced by an Opinion of Counsel, which Opinion of Counsel shall be expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, adversely affect in any material respect the interests of any Certificateholder; and provided further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned to the Certificate. (b) The Trustee, the Depositor, the Securities Administrator, the Master Servicer and the Servicer Servicers also may at any time and from time to time amend this Agreement without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of any Trust REMIC as a REMIC under the Code or any grantor trust created hereunder as a grantor trust under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC or grantor trust pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided that the Trustee has been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax or comply with any such requirements of the CodeCode and does not have a material adverse effect on the rights and obligations of the Cap Provider or Swap Provider.

Appears in 1 contract

Samples: Pooling Agreement (Luminent Mortgage Trust 2007-1)

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Without Consent of the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor, the Seller, the Master Servicer, the Securities Administrator, the any Servicer and the Trustee without the consent of any of the Certificateholders but with the consent of the Cap Provider (to the extent required by the Cap Agreement) (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein or (iii) to add to the duties of the Depositor, the Seller, the Securities Administrator, the Master Servicer, the Servicer Servicers or the Trustee, but only if such duties would not constitute a significant change to the permitted activities of the Issuing Entity; provided that any such amendment shall not, as evidenced by an Opinion of Counsel, which Opinion of Counsel shall be expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, adversely affect in any material respect the interests of any Certificateholder; and provided further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading, withdrawal or qualification of the respective ratings then assigned to the Certificate. (b) The Trustee, the Depositor, the Securities Administrator, the Master Servicer and the Servicer Servicers also may at any time and from time to time amend this Agreement without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of any Trust REMIC as a REMIC under the Code, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided that the Trustee has been provided an Opinion of Counsel, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee Trustee, the Master Servicer, the Securities Administrator or the Trust Fund, to the effect that such action is necessary or helpful to, as applicable, maintain such qualification, avoid or minimize the risk of the imposition of such a tax or comply with any such requirements of the Code.

Appears in 1 contract

Samples: Pooling Agreement (Luminent Mortgage Trust 2006-6)

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