Common use of Amendments With Consent of the Noteholders Clause in Contracts

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Servicer, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Administrator, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, mail to the Noteholders a notice setting forth in general terms the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Servicer, also may, with prior written notice to the Rating Agencies and with With the consent of the Holders of not less than a majority Required Facility Investors and upon satisfaction of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the IssuerRating Agency Condition, the Indenture Trustee Issuer and the Administrator, Trustee may 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 Series Supplement Indenture, or of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Series 2008-A Notes under this Series SupplementIndenture; providedprovided that, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note all affected therebyNoteholders: (i) reduce in any manner the amount of, or change the date of payment of any installment of principal of or timing of, principal, interest and other payments required to be made on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring change the application of funds available therefor, as provided in Article V proceeds of the Indenture, any Collateral to the payment of any such amount due on Series 2008-A Notes or modify the Notes on or after the respective due dates thereofPriority of Payments; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes Noteholders required to direct the Indenture Trustee to direct the Issuer to sell take or liquidate the Series Trust Estate pursuant to the approve any action under this Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiiiv) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture this Indenture, with respect to any part of the Series Trust Estate or, except as otherwise permitted Collateral or contemplated herein or the Related Documents, terminate the lien of the this Indenture on any property at any time subject hereto thereto or deprive the Holder of any Note Noteholders of the security provided afforded by the lien of the this Indenture. It shall not be necessary for in connection with any Act consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the particular specific form of an amendment to this Series Supplementany proposed amendment, but it shall be sufficient if such Act consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such amendment if, as a result of such amendment, the ratings of the Series 2008-A Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Indenture Trustee Trustee, the Collateral Agent and the Administrator Servicer of an any amendment pursuant to this Series SupplementSection 15.1(b), the Administrator shallTrustee, upon written instruction from at the expense of the Issuer or the Indenture Trustee, shall mail to the Noteholders a notice setting forth in general terms and each Rating Agency rating the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the 2008-A Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Sellercopy thereof.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Administrator, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, shall mail to the Noteholders a notice setting forth in general terms the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, Trustee and the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and or permitted by this Series Supplement. The Indenture Trustee, Trustee and the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner TrusteeAdministrator’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Administrator, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, shall mail to the Noteholders a notice setting forth in general terms the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, Trustee and the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and or permitted by this Series Supplement. The Indenture Trustee, Trustee and the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner TrusteeAdministrator’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Servicer, also may, with prior written notice to the Rating Agencies and with With the consent of the Holders of not less than a majority Required Facility Investors and upon satisfaction of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the IssuerRating Agency Condition, the Indenture Trustee Issuer and the Administrator, Trustee may 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 Series Supplement Indenture, or of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Series 2008-A Notes under this Series SupplementIndenture; providedprovided that, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note all affected therebyNoteholders: (i) reduce in any manner the amount of, or change the date of payment of any installment of principal of or timing of, principal, interest and other payments required to be made on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring change the application of funds available therefor, as provided in Article V proceeds of the Indenture, any Collateral or Membership Interest Collateral to the payment of any such amount due on Series 2008-A Notes or modify the Notes on or after the respective due dates thereofPriority of Payments; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes Noteholders required to direct the Indenture Trustee to direct the Issuer to sell take or liquidate the Series Trust Estate pursuant to the approve any action under this Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiiiv) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture this Indenture, with respect to any part of the Series Trust Estate or, except as otherwise permitted Collateral or contemplated herein Membership Interest Collateral or the Related Documents, terminate the lien of the this Indenture on any property at any time subject hereto thereto or deprive the Holder of any Note Noteholders of the security provided afforded by the lien of the this Indenture. It shall not be necessary for in connection with any Act consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the particular specific form of an amendment to this Series Supplementany proposed amendment, but it shall be sufficient if such Act consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such amendment if, as a result of such amendment, the ratings of the Series 2008-A Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Indenture Trustee Trustee, the Collateral Agent and the Administrator Servicer of an any amendment pursuant to this Series SupplementSection 15.1(b), the Administrator shallTrustee, upon written instruction from at the expense of the Issuer or the Indenture Trustee, shall mail to the Noteholders a notice setting forth in general terms and each Rating Agency rating the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the 2008-A Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Sellercopy thereof.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Administrator, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, mail to the Noteholders a notice setting forth in general terms the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Servicer, also may, with prior written notice to the Rating Agencies and with With the consent of the Holders of not less than a majority Required Facility Investors and upon satisfaction of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the IssuerRating Agency Condition, the Indenture Trustee Issuer and the Administrator, Trustee may 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 Series Supplement Indenture, or of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Series 2017-A Notes under this Series SupplementIndenture; providedprovided that, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note all affected therebyNoteholders: (i) reduce in any manner the amount of, or change the date of payment of any installment of principal of or timing of, principal, interest and other payments required to be made on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring change the application of funds available therefor, as provided in Article V proceeds of the Indenture, any Collateral to the payment of any such amount due on Series 2017-A Notes or modify the Notes on or after the respective due dates thereofPriority of Payments; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes Noteholders required to direct the Indenture Trustee to direct the Issuer to sell take or liquidate the Series Trust Estate pursuant to the approve any action under this Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiiiv) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture this Indenture, with respect to any part of the Series Trust Estate or, except as otherwise permitted Collateral or contemplated herein or the Related Documents, terminate the lien of the this Indenture on any property at any time subject hereto thereto or deprive the Holder of any Note Noteholders of the security provided afforded by the lien of the this Indenture. It shall not be necessary for in connection with any Act consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the particular specific form of an amendment to this Series Supplementany proposed amendment, but it shall be sufficient if such Act consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such amendment if, as a result of such amendment, the ratings of the Series 2017-A Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Indenture Trustee Trustee, the Collateral Agent and the Administrator Servicer of an any amendment pursuant to this Series SupplementSection 15.1(b), the Administrator shallTrustee, upon written instruction from at the expense of the Issuer or the Indenture Trustee, shall mail to the Noteholders a notice setting forth in general terms and each Rating Agency rating the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the 2017-A Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Sellercopy thereof.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Rating Agencies and with the consent of the Insurer (so long as no Insurer Default has occurred and is continuing) and the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall materially and adversely affect the Insurer without the prior written consent of the Insurer and no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, Issuer and the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, Trustee shall mail to the Noteholders a notice setting forth in general terms the substance hereof. Any failure of the Administrator Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and or permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, 's own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Servicer, also may, with prior written notice to the Rating Agencies and with the consent of [the Insurer (so long as no Insurer Default has occurred and is continuing) and] the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Administrator, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall [materially and adversely affect the Insurer without the prior written consent of the Insurer and no such amendment shall], without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, mail to the Noteholders a notice setting forth in general terms the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by this Series Supplement. The Indenture Trustee, the Administrator and the Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s or the Owner Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.

Amendments With Consent of the Noteholders. Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of each Class of affected Notes, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Administrator, 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 Series Supplement or of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change the provision of the Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion of any Series Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V of the Indenture, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for this Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder and their consequences provided for in the Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to the Indenture; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of the Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Series Trust Estate or, except as otherwise permitted or contemplated herein or the Related Documents, terminate the lien of the Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of the Indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of an amendment to this Series Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer, the Indenture Trustee and the Administrator of an amendment to this Series Supplement, the Administrator shall, upon written instruction from the Issuer or the Indenture Trustee, mail to the Noteholders a notice setting forth in general terms the substance hereof. 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 amendment to this Series Supplement. Prior to the execution of any amendment to this Series Supplement, the Indenture Trustee, the Administrator Administrator, the Owner Trustee and the Owner Delaware Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized and or permitted by this Series Supplement. The Indenture Trustee, the Administrator Administrator, the Owner Trustee and the Owner Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s, the Administrator’s, the Owner Trustee’s or the Owner Delaware Trustee’s, as the case may be, own rights, duties or immunities under this Series Supplement. By its acceptance of its interest in the Notes, each owner of a beneficial interest in a Note shall be deemed to have agreed that prior to the date which is one year and one day after the termination of the Indenture, such Person shall not acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Seller or Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of or for the Issuer or the Seller or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Issuer or the Seller.