Common use of Prior Notice to Certificateholders with Respect to Certain Matters Clause in Contracts

Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take any of the following actions, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate Owners; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, materially and adversely affect the interests of the Certificate Owners; or (c) the amendment, change or modification of the Administration Agreement, unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, materially and adversely affect the interests of the Certificate Owners.

Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take any of the following actions, unless at least 30 days (or such shorter period as shall be required under the circumstances) before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate OwnersCertificateholders; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders; or (c) the amendment, change or modification of the Administration Agreement, unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders.

Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take any of the following actionsactions unless, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate OwnersCertificateholders; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless (i) such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders or (ii) such amendment is made in connection with a Securitized Offering in accordance with the final sentence of Section 11.1(a); or (c) the amendment, change or modification of the Administration Agreement, unless (i) such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders or (ii) such amendment is made in connection with a Securitized Offering in accordance with the final sentence of Section 11.1(a).

Prior Notice to Certificateholders with Respect to Certain Matters. The With respect to the following matters, the Owner Trustee shall not take any of the following actions, action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders (in accordance with Section 4.5) shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have it has withheld consent or provided alternative direction: (a) the initiation of any material claim or lawsuit by the Trust except claims or lawsuits brought in connection with the collection of the Receivables and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate OwnersCertificateholders); (bc) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder or the Letter of Credit Provider is required unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, materially and adversely affect the interests of the Certificate Owners; or (c) the amendment, change or modification of the Administration Agreement, unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, materially and adversely affect the interests of the Certificate Owners.required;

Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take any of the following actions, unless at least 30 days (or such shorter period as shall be required under the circumstances) before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day (or such shorter time period, if applicable) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate OwnersCertificateholders; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders; or (c) the amendment, change or modification of the Administration Agreement, unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders.

Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take any of the following actions, unless at least 30 days (or such shorter period as shall be required under the circumstances) before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate Owners; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate Owners; or (c) the amendment, change or modification of the Administration Agreement, unless such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate Owners.

Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take any of the following actionsactions unless, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction: (a) the election by the Trust to file an amendment to the Certificate of Trust unless such amendment is required to be filed under the Business Trust Statute or unless such amendment would not materially and adversely affect the interests of the Certificate OwnersCertificateholders; (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required unless (i) such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders or (ii) such amendment is made in connection with a Securitized Offering in accordance with the final sentence of Section 11.1; or (c) the amendment, change or modification of the Administration Agreement, unless (i) such amendment would not, based upon an Opinion of Counsel on which the Owner Trustee may rely, not materially and adversely affect the interests of the Certificate OwnersCertificateholders or (ii) such amendment is made in connection with a Securitized Offering in accordance with the final sentence of Section 11.1.