Common use of Amendments Without Consent of Creditors Clause in Contracts

Amendments Without Consent of Creditors. (a) The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, without the consent of any Creditor Representatives or Creditors may amend this Agreement (including Appendix A), for any of the following purposes: (i) to correct or expand the description of any property at any time subject to the Lien of this Agreement, or better to Grant to the Master Collateral Agent a Lien on any property subject or required to be subjected to the Lien of this Agreement, or to subject additional property to the Lien of this Agreement; (ii) to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in this Agreement and in the Credit Extensions; (iii) to add to the covenants of the Trust, for the benefit of the Creditors, or to surrender any right or power given to the Trust under this Agreement; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Master Collateral Agent for the benefit of the Creditors; (v) to cure any ambiguity, to correct an error or to correct or supplement any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement; (vi) to evidence the acceptance of the appointment under this Agreement of a successor master collateral agent and to add to or change this Agreement as necessary to facilitate the administration of the trusts under this Agreement by more than one master collateral agent; (vii) to provide for the designation under this Agreement of one or more Groups; or (viii) to provide for the designation under this Agreement of one or more Series related to the Group Receivables, in accordance with the provisions of Section 3.1. The Master Collateral Agent is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, also without the consent of any Creditor Representatives or Creditors, also enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement (including Appendix A) or modifying in any manner the rights of the Creditors or Creditor Representatives under this Agreement (including Appendix A) if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believe that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency. Additionally, notwithstanding the preceding sentence, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, without the consent of any Creditor Representatives or Creditors, enter into an amendment or amendments to this Agreement (including Appendix A) to add, modify or eliminate such provisions as may be necessary or advisable to avoid the imposition of State or local income or franchise taxes imposed on the Trust’s property or its income if (x) the Trust or the Administrator deliver to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate to the effect that the proposed action meets the requirements set forth in this Section 10.1(b) and (y) the proposed action does not adversely affect the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent. (c) The Trust (or the Administrator on behalf of the Trust) shall notify the Rating Agencies (if any Credit Extensions are then rated by a Rating Agency) as to any amendment pursuant to this Section 10.1.

Amendments Without Consent of Creditors. (a) The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, without the consent of any Creditor Representatives or Creditors may amend this Agreement (including Appendix A), for any of the following purposes: (i) to correct or expand the description of any property at any time subject to the Lien of this Agreement, or better to Grant to the Master Collateral Agent a Lien on any property subject or required to be subjected to the Lien of this Agreement, or to subject additional property to the Lien of this Agreement; (ii) to evidence the succession of any other Person to the Trust, and the assumption by the successor of the obligations of the Trust in this Agreement and in the Credit Extensions; (iii) to add to the covenants of the Trust, for the benefit of the Creditors, or to surrender any right or power given to the Trust under this Agreement; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Master Collateral Agent for the benefit of the Creditors; (v) to cure any ambiguity, to correct an error or to correct or supplement any provision of this Agreement that may be defective or inconsistent with the other terms of this Agreement; (vi) to evidence the acceptance of the appointment under this Agreement of a successor master collateral agent and to add to or change this Agreement as necessary to facilitate the administration of the trusts under this Agreement by more than one master collateral agent; (vii) to provide for the designation under this Agreement of one or more Groups; or (viii) to provide for the designation under this Agreement of one or more Series related to the Group Receivables, in accordance with the provisions of Section 3.1. The Master Collateral Agent is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, also without the consent of any Creditor Representatives or Creditors, also enter into an amendment or amendments to this Agreement (including Appendix A) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Agreement (including Appendix A) or modifying in any manner the rights of the Creditors or Creditor Representatives under this Agreement (including Appendix A) if (A) the Trust or the Administrator shall have delivered to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate, dated the date of any such action, stating that the Trust or the Administrator, as applicable, reasonably believe that such action will not have a material adverse effect on the interest of any Creditor or (B) the Rating Agency Condition has been satisfied for all Credit Extensions then rated by a Rating Agency. Additionally, notwithstanding the preceding sentence, the Trust and the Master Collateral Agent, when authorized and directed by a Trust Order, may, without the consent of any Creditor Representatives or Creditors, enter into an amendment or amendments to this Agreement (including Appendix A) to add, modify or eliminate such provisions as may be necessary or advisable to avoid the imposition of State or local income or franchise taxes imposed on the Trust’s property or its income if (x) the Trust or the Administrator deliver to the Master Collateral Agent and each Creditor Representative an Officer’s Certificate to the effect that the proposed action meets the requirements set forth in this Section 10.1(b) and (y) the proposed action does not adversely affect the rights, duties, obligations, immunities or indemnities of the Master Collateral Agent. (c) The Trust (or the Administrator on behalf of the Trust) shall notify the Rating Agencies (if any Credit Extensions are then rated by a Rating Agency) as to any amendment pursuant to this Section 10.1.