Common use of AND AMENDMENTS Clause in Contracts

AND AMENDMENTS. (a) This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, without the consent of any of the Noteholders, the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement inconsistent with any other provision of this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel satisfactory to the Owner Trustee and the Indenture Trustee adversely affect in any material respect the interests of any Noteholder or Certificateholder and PROVIDED FURTHER that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, the Final Payment Certificate, or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the principal amount of the then outstanding Notes and the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance, 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 (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders, the Certificateholders, or (ii) reduce the aforesaid percentage of the principal amount of the then outstanding Notes and the Certificate Balance required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected thereby; and PROVIDED FURTHER that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, , or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

AND AMENDMENTS. (a) This Agreement may be supplemented or amended at the times and for the purposes set forth below; provided, however, that in the event that a majority of the Board of Directors of the Company is elected by stockholder action by written consent or at a special meeting of stockholders (a meeting other than a regularly scheduled annual meeting), no proposed supplement or amendment to this Agreement shall be effective until the Depositor earlier to occur of (i) the 180th day following the effectiveness of such election or (ii) the next regular annual meeting of shareholders of the Company following the effectiveness of such election (including any postponement or adjournment thereof). Prior to the Distribution Date, the Company and the Owner TrusteeRights Agent shall, with prior written notice to if the Rating AgenciesCompany so directs, supplement or amend any provision of this Agreement without the consent approval of any holders of certificates representing shares of Common Stock. From and after the NoteholdersDistribution Date, the CertificateholdersCompany and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provisions in this Agreement provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this Agreement sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of adding any provisions to protecting, enhancing or changing in any manner or eliminating any clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the provisions Company which states that the proposed supplement or amendment is in compliance with the terms of this Agreement; PROVIDEDSection 27, HOWEVER, that the Rights Agent shall execute such action shall not, as evidenced by an Opinion of Counsel satisfactory supplement or amendment. Prior to the Owner Trustee and the Indenture Trustee adversely affect in any material respect Distribution Date, the interests of any Noteholder or Certificateholder and PROVIDED FURTHER that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, the Final Payment Certificate, or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the principal amount of the then outstanding Notes and the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance, 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 (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders, the Certificateholders, or (ii) reduce the aforesaid percentage of the principal amount of the then outstanding Notes and the Certificate Balance required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected thereby; and PROVIDED FURTHER that an Opinion of Counsel Rights shall be furnished to deemed coincident with the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, , or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification interests of the substance holders of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating AgenciesCommon Stock. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied."

AND AMENDMENTS. (a) This Agreement may be supplemented or amended by at the Depositor times and for the purposes set forth below; provided, however, that no proposed supplement or amendment to this Agreement shall be effective unless (i) there are Continuing Directors and (ii) a majority of such Continuing Directors, at a meeting of the Board of Directors duly called and held, votes in favor of the adoption of such proposed supplement or amendment. Prior to the Distribution Date, the Company and the Owner TrusteeRights Agent shall, with prior written notice to if the Rating AgenciesCompany so directs, supplement or amend any provision of this Agreement without the consent approval of any holders of certificates representing shares of Common Stock. From and after the NoteholdersDistribution Date, the CertificateholdersCompany and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provisions in this Agreement provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this Agreement sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of adding any provisions to protecting, enhancing or changing in any manner or eliminating any clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the provisions Company which states that the proposed supplement or amendment is in compliance with the terms of this Agreement; PROVIDEDSection 27, HOWEVER, that the Rights Agent shall execute such action shall not, as evidenced by an Opinion of Counsel satisfactory supplement or amendment. Prior to the Owner Trustee and the Indenture Trustee adversely affect in any material respect Distribution Date, the interests of any Noteholder or Certificateholder and PROVIDED FURTHER that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, the Final Payment Certificate, or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the principal amount of the then outstanding Notes and the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance, 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 (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders, the Certificateholders, or (ii) reduce the aforesaid percentage of the principal amount of the then outstanding Notes and the Certificate Balance required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected thereby; and PROVIDED FURTHER that an Opinion of Counsel Rights shall be furnished to deemed coincident with the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, , or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification interests of the substance holders of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating AgenciesCommon Stock. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied."

AND AMENDMENTS. (a) This Agreement may be supplemented or amended by at the Depositor times and for the purposes set forth below; provided, however, that no proposed supplement or amendment to this Agreement shall be effective unless (i) there are Continuing Directors and (ii) a majority of such Continuing Directors, at a meeting of the Board of Directors duly called and held, votes in favor of the adoption of such proposed supplement or amendment. Prior to the Distribution Date, the Company and the Owner TrusteeRights Agent shall, with prior written notice to if the Rating AgenciesCompany so directs, supplement or amend any provision of this Agreement without the consent approval of any holders of certificates representing shares of Common Stock. From and after the NoteholdersDistribution Date, the CertificateholdersCompany and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provisions in this Agreement provision contained herein which may be defective or inconsistent with any other provision provisions herein, (iii) to shorten or lengthen any time period hereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this Agreement sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of adding any provisions to protecting, enhancing or changing in any manner or eliminating any clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the provisions Company which states that the proposed supplement or amendment is in compliance with the terms of this Agreement; PROVIDEDSection 27, HOWEVER, that the Rights Agent shall execute such action shall not, as evidenced by an Opinion of Counsel satisfactory supplement or amendment. Prior to the Owner Trustee and the Indenture Trustee adversely affect in any material respect Distribution Date, the interests of any Noteholder or Certificateholder and PROVIDED FURTHER that an Opinion of Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, the Final Payment Certificate, or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies, with the consent of the Holders (as defined in the Indenture) of Notes evidencing not less than a majority of the principal amount of the then outstanding Notes and the consent of the Holders of Certificates evidencing not less than a majority of the Certificate Balance, 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 (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Noteholders, the Certificateholders, or (ii) reduce the aforesaid percentage of the principal amount of the then outstanding Notes and the Certificate Balance required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Certificates affected thereby; and PROVIDED FURTHER that an Opinion of Counsel Rights shall be furnished to deemed coincident with the Indenture Trustee and the Owner Trustee to the effect that such amendment (A) will not materially adversely affect the Federal or any Applicable Tax State income or franchise taxation of any outstanding Note or Certificate, , or any Holder thereof and (B) will not cause the Trust to be taxable as a corporation for Federal or any Applicable Tax State income or franchise tax purposes. (c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification interests of the substance holders of such amendment or consent to each Certificateholder, the Indenture Trustee and each of the Rating Agencies. (d) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section 11.1 to approve the particular form of any proposed amendment or consent, but it Common Stock.." shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for amended to read in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements its entirety as the Owner Trustee may prescribe. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (f) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. (g) In connection with the execution of any amendment to this Trust Agreement or any amendment to any other agreement to which the Issuer is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.follows: