Common use of Amendments With Consent of Certificateholders Clause in Contracts

Amendments With Consent of Certificateholders. With the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating not less than [66%] of the Aggregate Current Principal Amount of such Class and, as to Residual Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor and the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03) enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendments With Consent of Certificateholders. With and ------------------------------------------------- Noteholders. This Agreement may be amended from time to time by the Seller and ----------- the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Voting Notes as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating evidencing not less than [66%] a majority of the Aggregate Current Principal Amount ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Class and, as to Residual Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor and the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03) enter into an amendment hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this AgreementNoteholders or the Certificateholders; provided, -------- however, that no such amendment shallshall (a) increase or reduce in any manner the ------- amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holder Holders of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution all of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates Notes and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunderof the Certificates then outstanding. The Trustee Administrator shall not be liable for any such determination made in good faith. It shall not be necessary for any Act furnish notice of Certificateholders under this Section to approve the particular form substance of any proposed amendment, but it shall be sufficient if such Act shall approve supplement or consent under this Section 8.2 to each of the substance thereofRating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders. With the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating not less than [66%] % of the Aggregate Current Principal Amount of such Class and, as to Residual Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor and the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.0313.03) enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.0213.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendments With Consent of Certificateholders. With the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating not less than [66%] % of the Aggregate Current Principal Amount of such Class and, as to Residual Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor Depositor, the Trustee and the TrusteeSecurities Administrator, the Depositor Depositor, the Trustee and the Trustee Securities Administrator may (subject, however, to Section 12.0314.03) enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.0214.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII XIII in such a way to permit an earlier retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee Securities Administrator may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee Securities Administrator shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendments With Consent of Certificateholders. With the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating not less than [66%] of the Aggregate Current Principal Amount of such Class and, as to Residual Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor Depositor, the Trustee and the TrusteeSecurities Administrator, the Depositor Depositor, the Trustee and the Trustee Securities Administrator may (subject, however, to Section 12.0314.03) enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this Agreement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.0214.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII XIII in such a way to permit an earlier retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee [Trustee] [Securities Administrator] may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee [Trustee] [Securities Administrator] shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof.

Amendments With Consent of Certificateholders. With and ------------------------------------------------- Noteholders. This Agreement may be amended from time to time by the Seller and ----------- the Owner Trustee with the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating Noteholders whose Notes evidence not less than [66%] a majority of the Aggregate Current Principal Amount aggregate outstanding principal amount of such Class and, the Notes as to Residual Certificates, Percentage Interests aggregating of the close of the preceding Distribution Date and the consent of Certificateholders whose Certificates evidence not less than [66%]a majority of the Certificate Balance as of the close of the preceding Distribution Date (which consent, by Act whether given pursuant to this Section 8.2 or pursuant to any other provision of said this Agreement, shall be conclusive and binding on such Person and on all future Holders delivered to of such Notes or Certificates and of any Notes or Certificates issued upon the Depositor and transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03Notes or Certificates) enter into an amendment hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this AgreementNoteholders or the Certificateholders; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, any distribution of the principal of interest on any Certificate distributions that shall be required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify Note or Certificate, the Pass Through Rate or any Interest Rate. The Owner Trustee shall furnish notice to each of the provisions of this Section 12.02, except Rating Agencies prior to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the obtaining consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any proposed amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof8.2.

Amendments With Consent of Certificateholders. With and ------------------------------------------------- Noteholders . This Agreement may be amended from time to time by the Seller and ----------- the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating evidencing not less than [66%] a majority of the Aggregate Current Principal Amount ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Class and, as to Residual Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor and the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03) enter into an amendment hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this AgreementNoteholders or the Certificateholders; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: shall (1a) -------- ------- increase or reduce in any manner the amount of, or accelerate or delay the timing of, any distribution collections of the principal of interest payments on any Certificate Receivables or distributions that shall be required to be made hereunder on any Note or the Specified Reserve Account Balance, (b) reduce the principal amount thereof aforesaid percentage required to consent to any such amendment or the Certificate Interest Rate thereon or the Termination Price with respect thereto(c) amend Section 4.3, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder Holders of each Outstanding Certificate affected thereby; (3) modify or alter the provisions all of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates Notes and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunderof the Certificates then outstanding. The Trustee Administrator shall not be liable for any such determination made in good faith. It shall not be necessary for any Act furnish notice of Certificateholders under this Section to approve the particular form substance of any proposed amendment, but it shall be sufficient if such Act shall approve supplement or consent under this Section 8.2 to each of the substance thereofRating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders. With and ------------------------------------------------- Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Voting Notes as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating evidencing not less than [66%] a majority of the Aggregate Current Principal Amount ownership interests in the Owner Trust Estate as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Class and, as to Residual Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor and the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03) enter into an amendment hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this AgreementNoteholders or the Certificateholders; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Certificate affected thereby: shall (1a) increase -------- ------- or reduce in any manner the amount of, or accelerate or delay the timing of, any distribution collections of the principal of interest payments on any Certificate Receivables or distributions that shall be required to be made hereunder on any Note or the Specified Reserve Account Balance, (b) reduce the principal amount thereof aforesaid percentage required to consent to any such amendment or the Certificate Interest Rate thereon or the Termination Price with respect thereto(c) amend Section 4.3, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder Holders of each Outstanding Certificate affected thereby; (3) modify or alter the provisions all of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates Notes and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunderof the Certificates then outstanding. The Trustee Administrator shall not be liable for any such determination made in good faith. It shall not be necessary for any Act furnish notice of Certificateholders under this Section to approve the particular form substance of any proposed amendment, but it shall be sufficient if such Act shall approve supplement or consent under this Section 8.2 to each of the substance thereofRating Agencies prior to obtaining consent thereto.

Amendments With Consent of Certificateholders. With and ------------------------------------------------- Noteholders. This Agreement may be amended from time to time by the Seller and ----------- the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of Outstanding Amount of Notes of the related Series as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating evidencing not less than [66%] a majority of the Aggregate Current Principal Amount ownership interest in the Trust as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Class and, as to Residual Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates, Percentage Interests aggregating not less than [66%], by Act of said Holders delivered to the Depositor and the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03) enter into an amendment hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this AgreementNoteholders or the Certificateholders; provided, -------- however, that no such amendment shallshall (a) increase or reduce in any manner the ------- amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holder Holders of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution all of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any of the provisions of this Section 12.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien with respect to any part of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates Notes and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereofCertificates then outstanding.

Amendments With Consent of Certificateholders. With and ------------------------------------------------- Noteholders. This Agreement may be amended from time to time by the Seller and ----------- the Owner Trustee with the consent of the Holders of Certificates of each Class, voting as a Class, evidencing, as to Regular Certificates, Current Principal Amounts aggregating Noteholders whose Notes evidence not less than [66%] a majority of the Aggregate Current Principal Outstanding Amount of such Class and, the Notes as to Residual Certificates, Percentage Interests aggregating of the close of business on the preceding Distribution Date and the consent of Certificateholders whose Certificates evidence not less than [66%]a majority of the Voting Interests as of the close of business on the preceding Distribution Date (which consent, by Act whether given pursuant to this Section 8.2 or pursuant to any other provision of said Holders delivered to this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the Depositor and transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Trustee, the Depositor and the Trustee may (subject, however, to Section 12.03Notes or Certificates) enter into an amendment hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Agreement or of modifying in any manner the rights of the Holders of any Certificates under this AgreementNoteholders or the Certificateholders; provided, -------- however, that no such amendment shallshall (a) increase or reduce in any manner the ------- amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or Certificate, the Pass Through Rate or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3 or Section 7.2, without the consent of the Holder Holders of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any distribution all of the principal of interest on any Certificate required to be made hereunder or reduce the principal amount thereof or the Certificate Interest Rate thereon or the Termination Price with respect thereto, or change any place of payment where, or the coin or currency in which, distributions on any Certificate are payable; (2) modify any Notes and all of the provisions of this Section 12.02, except to increase any percentage specified therein or to provide that certain other provisions of this Agreement cannot be modified without the consent of the Holder of each Outstanding Certificate affected thereby; (3) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (4) permit the creation of any lien Voting Interests with respect to any part Certificates then outstanding. The Administrator shall furnish notice of the Trust Fund; (5) modify any of the provisions of this Agreement in such manner as to affect the calculation of the Aggregate Regular Certificate Distribution Amount for any Distribution Date (including the calculation of any of the individual components of such Aggregate Regular Certificate Distribution Amount); (6) modify any of the provisions of Article XII in such a way to permit an earlier retirement of the Certificates and termination of the Trust Fund and this Agreement pursuant to said Article. The Trustee may in its discretion determine whether or not any Certificates would be affected by any amendment and any such determination shall be conclusive and binding upon the Holders of all Certificates, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form substance of any proposed amendment, but it shall be sufficient if such Act shall approve supplement or consent under this Section 8.2 to each of the substance thereofRating Agencies prior to obtaining consent thereto.