Prior Notice to Owners with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Security Insurer 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 Owners); (b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders; or (d) except pursuant to Section 11.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders. The Owner Trustee shall notify the Certificateholders and the Security Insurer in writing of any appointment of a successor Note Registrar, Certificate Paying Agent or Certificate Registrar within five Business Days thereof.
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Samples: Trust Agreement (TMS Auto Holdings Inc), Trust Agreement (TMS Auto Holdings Inc)
Prior Notice to Owners with Respect to Certain Matters. With Subject to the provisions and limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless (i) at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders and the Security Insurer in writing of the proposed action action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such the Certificateholders have withheld consent or provided alternative direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Contracts) or the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Contracts);
(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 OwnersStatute);
(b) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;
(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder [or the Swap Counterparty] is required;
(d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder [or the Swap Counterparty] is not required and such amendment materially and adversely affects the interest of the Certificateholders; orOwners;
(de) except pursuant to Section 11.1(b) of the Sale and Servicing Agreement, the amendment, change or modification of the Sale and Servicing Administration Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Certificateholders. The Owner Trustee shall notify Owners; or
(f) the Certificateholders and appointment pursuant to the Security Insurer in writing of any appointment Indenture of a successor Note Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, Certificate Paying Agent or the consent to the assignment by the Note Registrar, Indenture Trustee or Certificate Registrar within five Business Days thereofof its obligations under the Indenture or this Agreement, as applicable.
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Samples: Trust Agreement (Harley-Davidson Customer Funding Corp.)