Common use of Amendments With Consent of Securityholders Clause in Contracts

Amendments With Consent of Securityholders. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Certificateholders to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Requisite Noteholders as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of 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 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 any Notes or Certificates) 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (b) increase or reduce the amount of the required Specified Reserve Account Balance or the Specified Class N Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding or (c) reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendment, without the consent of the holders of all Notes or Certificates then outstanding, as the case may be. (c) Prior to the execution of any amendment, the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency and the Indenture Trustee; and promptly after the execution of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Grantor Trust Trustee, the Owner Trustee and the Indenture Trustee.

Amendments With Consent of Securityholders. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Certificateholders to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Requisite Noteholders as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of 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 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 any Notes or Certificates) 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (b) increase or reduce the amount of the required Specified Reserve Account Balance or the Specified Class N Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding or (c) reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendment, without the consent of the holders of all Notes or Certificates then outstanding, as the case may be. (c) Prior to the execution of any amendment, the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency and the Indenture Trustee; and promptly after the execution of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Grantor Trust Trustee, the Owner Trustee and the Indenture Trustee.

Amendments With Consent of Securityholders. With the written consent (aevidenced as provided in Section 11.01) This Agreement may be amended of the holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding that is affected by such supplemental indenture or indentures, the Issuers and a Guarantor, when authorized by Board Resolutions, and the Trustee from time to time by the Depositor and at any time may enter into an indenture or indentures to supplement this Indenture hereto or amend this Indenture and the Owner Trustee with Security Documents (subject to the consent provisions of the Certificateholders to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Requisite Noteholders as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of 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 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 any Notes or CertificatesSecurity Documents) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 12.01 the rights of the Noteholders or holders of the CertificateholdersSecurities of such series under this Indenture; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (b) increase or reduce the amount of the required Specified Reserve Account Balance or the Specified Class N Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding or (c) reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendmentsupplemental indenture, without the consent of the holders of all Notes each Security of such series then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or Certificates then outstandingany installment of principal of any Securities of any series or reduce the principal amount thereof or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest on any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or, as in the case may be. of redemption, on or after the redemption date); or (cvi) Prior reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. A supplemental indenture that changes or eliminates any covenant, Event of Default or other provision of this Indenture that has been expressly included solely for the benefit of one or more particular series of Securities, if any, or which modifies the rights of the holders of Securities of such series with respect to such covenant, Event of Default or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series. It shall not be necessary for the consent of Securityholders of a series affected thereby under this Section 12.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuers, any applicable Guarantor and the Trustee of any supplemental indenture pursuant to the execution provisions of any amendmentthis Section 12.02, the Depositor Issuers shall provide written notification mail or cause to be mailed a notice thereof by first-class mail to the holders of Securities of each series affected thereby at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment supplemental indenture. Any failure of the Issuers to mail such notice, or consent to each Rating Agency and any defect therein, shall not in any way impair or affect the Indenture Trustee; and promptly after the execution validity of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Grantor Trust Trustee, the Owner Trustee and the Indenture Trusteesupplemental indenture.

Amendments With Consent of Securityholders. With the written consent (aevidenced as provided in Section 11.01) This Agreement may be amended of the holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding that is affected by such supplemental indenture or indentures, the Issuer and a Guarantor, when authorized by Board Resolutions, and the Trustee from time to time by the Depositor and at any time may enter into an indenture or indentures to supplement this Indenture hereto or amend this Indenture and the Owner Trustee with Security Documents (subject to the consent provisions of the Certificateholders to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Requisite Noteholders as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of 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 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 any Notes or CertificatesSecurity Documents) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 12.01 the rights of the Noteholders or holders of the CertificateholdersSecurities of such series under this Indenture; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (b) increase or reduce the amount of the required Specified Reserve Account Balance or the Specified Class N Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding or (c) reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendmentsupplemental indenture, without the consent of the holders of all Notes each Security of such series then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or Certificates then outstandingany installment of principal of any Securities of any series or reduce the principal amount thereof or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest on any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or, as in the case may be. of redemption, on or after the redemption date); or (cvi) Prior reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. A supplemental indenture that changes or eliminates any covenant, Event of Default or other provision of this Indenture that has been expressly included solely for the benefit of one or more particular series of Securities, if any, or which modifies the rights of the holders of Securities of such series with respect to such covenant, Event of Default or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other series. It shall not be necessary for the consent of Securityholders of a series affected thereby under this Section 12.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, any applicable Guarantor and the Trustee of any supplemental indenture pursuant to the execution provisions of any amendmentthis Section 12.02, the Depositor Issuer shall provide written notification mail or cause to be mailed a notice thereof by first-class mail to the holders of Securities of each series affected thereby at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment supplemental indenture. Any failure of the Issuer to mail such notice, or consent to each Rating Agency and any defect therein, shall not in any way impair or affect the Indenture Trustee; and promptly after the execution validity of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Grantor Trust Trustee, the Owner Trustee and the Indenture Trusteesupplemental indenture.

Amendments With Consent of Securityholders. (a) This Agreement may be amended from time to time by the Depositor Transferor and the Owner Trustee with the consent of the Certificateholders to add or supplement any credit enhancement for the benefit Noteholders whose Notes evidence not less than a majority of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent Outstanding Amount of the Requisite Noteholders Notes as of the close of business on the preceding Distribution Payment Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, and the consent of Certificateholders whose Certificates evidence not less than a majority of the Majority Certificateholders Voting Interests as of the close of business on the preceding Distribution Payment 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 Holders of such 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 any the Notes or Certificates) 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that shall be required to be made on any Security without the consent of the holder Holder thereof (it being understood that the issuance of any Securities after the Initial Closing Date as contemplated by this Agreement, the Trust Sale and Servicing Agreement and the Indenture and the specification of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change the Final Scheduled Distribution Date of any Note or distributions on the Certificatesterms and provisions thereof pursuant to a Series Supplement shall not be deemed to have such effect for purposes hereof), (b) increase or reduce adversely affect the amount rating of the required Specified Reserve Account Balance or the Specified Class N Reserve Account Balance any series of Securities without the consent of all the Holders of two-thirds of the Noteholders Outstanding Amount of such series of Notes or Certificateholders then outstanding the Voting Interests with respect to such Certificates, as appropriate or (c) reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendment, without the consent of the holders Holders of all of the Notes or and all of the Voting Interests with respect to Certificates then outstanding, as the case may be. (c) . Prior to the execution of any such amendment, supplement or consent, the Depositor Owner Trustee shall provide furnish written notification of the substance of such amendment amendment, supplement or consent to each the Rating Agency and the Indenture Trustee; and promptly after the execution of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, the Grantor Trust Trustee, the Owner Trustee Agencies and the Indenture Trustee.

Amendments With Consent of Securityholders. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trustee [with the consent of the Certificateholders Certificateholders] to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders), (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Requisite Noteholders as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of 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 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 any Notes or Certificates) 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (b) increase or reduce the amount of the required Specified Reserve Account Balance [or the Specified Class N Reserve Account Balance Balance] without the consent of all of the Noteholders or Certificateholders then outstanding or (c) reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendment, without the consent of the holders of all Notes or Certificates then outstanding, as the case may be. (c) Prior to the execution of any amendment, the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency and the Indenture Trustee; and promptly after the execution of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, [the Grantor Trust Trustee, ,] the Owner Trustee and the Indenture Trustee.