Common use of Amendments Without Consent of Certificateholders or Noteholders Clause in Contracts

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders, (i) to cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus or the Certificate Private Placement Memorandum, (iii) to add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or Unaffiliated Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 10 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2021-P3), Trust Agreement (Carvana Auto Receivables Trust 2021-P3), Trust Agreement (Carvana Auto Receivables Trust 2021-N3)

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Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders, (i) to cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus Prospectus, the Class N Notes Confidential Offering Memorandum or the Certificate Private Placement Memorandum, (iii) to add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or Unaffiliated Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 4 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2022-P2), Trust Agreement (Carvana Auto Receivables Trust 2022-P2), Trust Agreement (Carvana Auto Receivables Trust 2022-P1)

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor Seller and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholdersthe Certificateholders (but with prior written notice to each of the Rating Agencies and in the case of clauses (iii) and (vi), satisfaction of the Rating Agency Condition), to (i) to correct manifest error or cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus or the Certificate Private Placement MemorandumAgreement, (iii) add or amend any provision as requested by Moody's or Standard & Poor's to maintain or improve the rating of the Notes or Certificates, (iv) add to the covenants, restrictions or obligations of the Depositor Seller, the holder of the GP Interest, the Owner Trustee or the Owner Indenture Trustee, (ivv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, VI and (vvi) to add, change or eliminate any other provision of this Agreement in any manner provided that shall notan amendment pursuant to this clause (vi), as evidenced by an Opinion of Counsel, materially and does not adversely affect in any material respect the interests of the Noteholders or Unaffiliated the Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 2 contracts

Samples: Trust Agreement (Cit Group Securitization Corp Ii), Trust Agreement (Cit Group Securitization Corp Ii)

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders, (i) to cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus or the Certificate Private Placement MemorandumMemorandum of the Trust relating to the Certificates, dated as of December 3, 2020, (iii) to add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or Unaffiliated Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 2 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2020-P1), Trust Agreement (Carvana Auto Receivables Trust 2020-P1)

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders, (i) to cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus or the Certificate Private Placement MemorandumXxxxxxx Xxxxxxxxx Xxxxxxxxxx, (iiixxx) to add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or Unaffiliated Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 2 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2021-P1), Trust Agreement (Carvana Auto Receivables Trust 2021-P1)

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Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders, (i) to cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus Prospectus, the Class N Notes Confidential Offering Memorandum or the Certificate Private Placement Confidential Offering Memorandum, (iii) to add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or Unaffiliated Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 2 contracts

Samples: Trust Agreement (Carvana Auto Receivables Trust 2021-P4), Trust Agreement (Carvana Auto Receivables Trust 2021-P4)

Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Depositor Seller, the Delaware Trustee and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholdersthe Certificateholders (but with prior written notice to each of the Rating Agencies and the Indenture Trustee and, in the case of clauses (iii) and (vi), satisfaction of the Rating Agency Condition), to (i) to correct manifest error or cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document, or with any description thereof in the Prospectus or the Certificate Private Placement MemorandumAgreement, (iii) add or amend any provision as requested by Moody's or Standard & Poor's to maintain or improve the rating of the Notes or Certificates, (iv) add to the covenants, restrictions or obligations of the Depositor Seller, the holder of the AO Interest, the Owner Trustee or the Owner Indenture Trustee, (ivv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, VI and (vvi) to add, change or eliminate any other provision of this Agreement in any manner provided that shall notan amendment pursuant to this clause (vi), as evidenced by an Opinion of Counsel, materially and does not adversely affect in any material respect the interests of the Noteholders or Unaffiliated the Certificateholders, or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Appears in 1 contract

Samples: Trust Agreement (Cit Rv Trust 1999-A)

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