Common use of Amendments to Indenture Clause in Contracts

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. Section 115 is hereby amended by adding the following: The Company irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought by the Trustee or Holders of the Notes in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed to have notice of any Default or Event of Default unless a written notice of any event which is in fact such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:

Amendments to Indenture. SECTION 801 801. AMENDMENT TO INDENTURE SECTION 115. 115 Section 115 is hereby amended by adding the following: The Company irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought by the Trustee or Holders of the Notes in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 802. AMENDMENT TO INDENTURE SECTION 401. 401 Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed to have notice of any Default or Event of Default unless a written notice of any event which is in fact such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 803. AMENDMENT TO INDENTURE SECTION 906. 906 Section 906 is hereby amended by adding the following:

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. As of the Effective Date, Section 115 6.12 of the Indenture is hereby amended by adding deleted in its entirety and replaced with the following: The Company irrevocably consents “Trustee as Holder of the 2018-A SUBI Certificate. So long as any Notes are Outstanding, to the nonexclusive jurisdiction of any court extent that the Issuing Entity has rights as a Holder of the State of New York 2018-A SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any United States Federal court sittingactions taken by the Depositor, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of Issuing Entity may initiate such courts over any suit, action or proceeding grant such consent only with consent of the Indenture Trustee. To the extent that may be brought the Indenture Trustee has rights as a Holder of the 2018-A SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Trustee Depositor, the Servicer or the Issuing Entity, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 662⁄3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. Notwithstanding the foregoing, with respect to any merger, consolidation or conversion of or with NMAC, NILT Trust, NILT Inc. or the Titling Trust and the consummation of any amendments or actions to effect such merger, consolidation or conversion, the Depositor shall have the right to direct the Issuing Entity in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, such action or proceeding that may be brought in connection with this grant of consent related thereto and the Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed permitted or required to have notice effect any such direction or grant of any Default consent so long as (i) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such action will not materially and adversely affect the Noteholders or Event of Default unless a written notice of any event which (ii) the Rating Agency Condition is in fact satisfied with respect to such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:action.

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. (a) The first paragraph of Section 115 2.12 of the Indenture is hereby amended by adding the followingand restated in its entirety to read as follows: The Company irrevocably consents to the nonexclusive jurisdiction of “Outstanding Notes. Notes outstanding at any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note, including for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, except to the extent set forth in Section 13.6.” (b) The last paragraph of Section 9.2 of the Indenture is hereby deleted in its entirety. (c) Section 13.6 of the Indenture is hereby amended and restated in its entirety to read as follows: “When Notes Disregarded. In determining whether the Holders of the required aggregate principal amount of Notes have concurred in connection with this Indenture any direction, waiver or consent, Notes owned by the Notes. The Company irrevocably waives, to the fullest extent permitted by lawIssuer, any objection to Guarantor or any suit, action or proceeding that may be brought in connection with this Indenture or the Notes in such courts on the grounds Affiliate of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court of them shall be conclusive disregarded and binding upon the Company and may deemed not to be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company outstanding only in the manner provided circumstances expressly required by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of 315(d)(3) and Section 401: Notwithstanding 316(a) or any other provision hereinof the Trust Indenture Act that so expressly requires and such Notes shall be deemed to be outstanding with respect to any direction, waiver or consent outside of those provisions expressly specified in Section 315(d)(3) and Section 316(a) or any such other provision of the Trust Indenture Act that so expressly requires. For the avoidance of doubt, for the purpose of determining whether the Trustee shall not be deemed to have notice of protected in relying on any Default such direction, waiver or Event of Default unless a written notice of any event consent, only Notes which is in fact such a default is received by a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. In connection with any such direction, waiver or consent, the Issuer shall furnish to the Trustee an Officer’s Certificate listing and identifying all Notes, if any, known by the Issuer to be owned by or for the account of any of the above-described Persons and required to be disregarded and deemed not to be outstanding in accordance with this Section 13.6. Also, subject to the foregoing, only Notes outstanding at the Corporate Trust Office of the Trustee, and time shall be considered in any such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:determination.”

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. As of the Effective Date, Section 115 6.12 of the Indenture is hereby amended by adding deleted in its entirety and replaced with the following: The Company irrevocably consents “Trustee as Holder of the 2020-A SUBI Certificate. So long as any Notes are Outstanding, to the nonexclusive jurisdiction of any court extent that the Issuing Entity has rights as a Holder of the State of New York 2020-A SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any United States Federal court sittingactions taken by the Depositor, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of Issuing Entity may initiate such courts over any suit, action or proceeding grant such consent only with consent of the Indenture Trustee. To the extent that may be brought the Indenture Trustee has rights as a Holder of the 2020-A SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Trustee Depositor, the Servicer or the Issuing Entity, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 662⁄3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. Notwithstanding the foregoing, with respect to any merger, consolidation or conversion of or with NMAC, NILT Trust, NILT Inc. or the Titling Trust and the consummation of any amendments or actions to effect such merger, consolidation or conversion, the Depositor shall have the right to direct the Issuing Entity in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, such action or proceeding that may be brought in connection with this grant of consent related thereto and the Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed permitted or required to have notice effect any such direction or grant of any Default consent so long as (i) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such action will not materially and adversely affect the Noteholders or Event of Default unless a written notice of any event which (ii) the Rating Agency Condition is in fact satisfied with respect to such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:action.

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. As of the Effective Date, Section 115 6.12 of the Indenture is hereby amended by adding deleted in its entirety and replaced with the following: The Company irrevocably consents “Trustee as Holder of the 2020-B SUBI Certificate. So long as any Notes are Outstanding, to the nonexclusive jurisdiction of any court extent that the Issuing Entity has rights as a Holder of the State of New York 2020-B SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any United States Federal court sittingactions taken by the Depositor, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of Issuing Entity may initiate such courts over any suit, action or proceeding grant such consent only with consent of the Indenture Trustee. To the extent that may be brought the Indenture Trustee has rights as a Holder of the 2020-B SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Trustee Depositor, the Servicer or the Issuing Entity, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 662⁄3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. Notwithstanding the foregoing, with respect to any merger, consolidation or conversion of or with NMAC, NILT Trust, NILT Inc. or the Titling Trust and the consummation of any amendments or actions to effect such merger, consolidation or conversion, the Depositor shall have the right to direct the Issuing Entity in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, such action or proceeding that may be brought in connection with this grant of consent related thereto and the Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed permitted or required to have notice effect any such direction or grant of any Default consent so long as (i) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such action will not materially and adversely affect the Noteholders or Event of Default unless a written notice of any event which (ii) the Rating Agency Condition is in fact satisfied with respect to such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:action.

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. As of the Effective Date, Section 115 6.12 of the Indenture is hereby amended by adding deleted in its entirety and replaced with the following: The Company irrevocably consents “Trustee as Holder of the 2019-B SUBI Certificate. So long as any Notes are Outstanding, to the nonexclusive jurisdiction of any court extent that the Issuing Entity has rights as a Holder of the State of New York 2019-B SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any United States Federal court sittingactions taken by the Depositor, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of Issuing Entity may initiate such courts over any suit, action or proceeding grant such consent only with consent of the Indenture Trustee. To the extent that may be brought the Indenture Trustee has rights as a Holder of the 2019-B SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Trustee Depositor, the Servicer or the Issuing Entity, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 662⁄3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. Notwithstanding the foregoing, with respect to any merger, consolidation or conversion of or with NMAC, NILT Trust, NILT Inc. or the Titling Trust and the consummation of any amendments or actions to effect such merger, consolidation or conversion, the Depositor shall have the right to direct the Issuing Entity in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, such action or proceeding that may be brought in connection with this grant of consent related thereto and the Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed permitted or required to have notice effect any such direction or grant of any Default consent so long as (i) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such action will not materially and adversely affect the Noteholders or Event of Default unless a written notice of any event which (ii) the Rating Agency Condition is in fact satisfied with respect to such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:action.

Amendments to Indenture. SECTION 801 AMENDMENT TO INDENTURE SECTION 115. As of the Effective Date, Section 115 6.12 of the Indenture is hereby amended by adding deleted in its entirety and replaced with the following: The Company irrevocably consents “Trustee as Holder of the 2019-A SUBI Certificate. So long as any Notes are Outstanding, to the nonexclusive jurisdiction of any court extent that the Issuing Entity has rights as a Holder of the State of New York 2019-A SUBI Certificate, including rights to distributions and notice, or is entitled to consent to any United States Federal court sittingactions taken by the Depositor, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of Issuing Entity may initiate such courts over any suit, action or proceeding grant such consent only with consent of the Indenture Trustee. To the extent that may be brought the Indenture Trustee has rights as a Holder of the 2019-A SUBI Certificate or has the right to consent or withhold consent with respect to actions taken by the Trustee Depositor, the Servicer or the Issuing Entity, such rights shall be exercised or consent granted (or withheld) upon the written direction of Holders not less than a Majority Interest of the Notes voting together as a single class; provided, however, that subject to Section 3.07, any direction to the Indenture Trustee to remove or replace the Servicer upon a Servicer Default shall be made by Noteholders holding not less than 662⁄3% of the Outstanding Amount, voting together as a single class, and with respect to Section 11.15, such direction shall require the written direction of Noteholders holding 100% of the Outstanding Amount. Notwithstanding the foregoing, with respect to any merger, consolidation or conversion of or with NMAC, NILT Trust, NILT Inc. or the Titling Trust and the consummation of any amendments or actions to effect such merger, consolidation or conversion, the Depositor shall have the right to direct the Issuing Entity in connection with this Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, such action or proceeding that may be brought in connection with this grant of consent related thereto and the Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of process is effected upon the Company in the manner provided by the Indenture. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 802 AMENDMENT TO INDENTURE SECTION 401. Section 401 is hereby amended by adding the following as the third paragraph of Section 401: Notwithstanding any other provision herein, the Trustee shall not be deemed permitted or required to have notice effect any such direction or grant of any Default consent so long as (i) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such action will not materially and adversely affect the Noteholders or Event of Default unless a written notice of any event which (ii) the Rating Agency Condition is in fact satisfied with respect to such a default is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the applicable Series of Securities. SECTION 803 AMENDMENT TO INDENTURE SECTION 906. Section 906 is hereby amended by adding the following:action.