Common use of Amendments With Consent of Creditors Clause in Contracts

Amendments With Consent of Creditors. (a) If Section 10.1 is not applicable, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, with the consent of the Majority Creditor Representatives of each Group adversely affected thereby, may, with prior written notice to the Rating Agencies (if any Credit Extensions of an affected Group are then rated by a Rating Agency), enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement (including Appendix A) or of modifying in any manner the rights of the Creditors or the Creditor Representatives under this Agreement (including Appendix A). (b) No amendment to this Agreement, without the consent of each Creditor Representative representing each Series in each Group adversely affected by the amendment, will: (A) modify the percentage of the amount of Credit Exposure required for any action; (B) modify or alter the definition of “Outstanding” or “Credit Exposure;” (C) permit the creation of any Lien ranking prior or equal to the Lien of this Agreement on the Collateral, other than Permitted Liens, or, except as permitted by this Agreement, the other Transaction Documents and each other Series Related Documents, release the Lien of this Agreement on the Collateral; (D) impair the right to institute suit for the enforcement of payment as provided in Section 6.1(e); (E) modify (i) the definition of “Event of Default” or “Eligible Receivable” or (ii) any other definition in this Agreement that is defined by reference to the applicable Trust Financing Agreement; or (F) result (solely by virtue of such amendment) in a reduction of the Series Allocation Percentage for any Series of the related Group. (c) The Master Collateral Agent shall be entitled to conclusively rely on and shall incur no liability in connection with any Act of a Creditor Representative given pursuant to the terms of this Section 10.2. The manner of obtaining such consents (and any other consents of Creditor Representatives provided for in this Agreement, the Transaction Documents or in any other Series Related Document) and of evidencing the authorization of the execution thereof by Creditor Representatives shall be subject to such reasonable requirements as the Master Collateral Agent may provide. (d) Promptly after the execution by the Trust and the Master Collateral Agent of any amendment pursuant to this Section 10.2, the Administrator shall, at the expense of the Trust, mail to the Creditor Representatives to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. (e) In the event that the Trust Financing Agreement for a Series enables a portion of the Creditors of that Series, or any Class of that Series, to exercise consent rights for such Series, the consent (or lack thereof) of such portion of the Creditors shall be deemed to be the consent (or lack thereof) of all Creditors of such Series including for purposes of Section 10.2(b). (f) The Trust Financing Agreement for any Series may have additional requirements or criteria to amend, modify or waive any provision of this Agreement (including Appendix A) and no amendment, modification or waiver of any provision of this Agreement shall occur unless each of the additional criteria, if any, has been satisfied.