Prior Notice to Owner 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 Owner in writing of the proposed action and the Owner shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that the Owner has 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 Owner; (b) the amendment of the Indenture or the Security Agreement by a supplemental indenture or agreement in circumstances where the consent of the Indenture Trustee or any Noteholder is required unless (i) such amendment would not materially and adversely affect the interests of the Owner or (ii) such amendment is made in connection with a Securitized Offering in accordance with the final sentence of Section 10.1 (a); or (c) the amendment, change or modification of the Administration Agreement, unless (i) such amendment would not materially and adversely affect the interests of the Owner or (ii) such amendment is made in connection with a Securitized Offering in accordance with the final sentence of Section 10.1(a).
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