Common use of Supplemental Indentures Without Consent of Noteholders Clause in Contracts

Supplemental Indentures Without Consent of Noteholders. (a) This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, without the consent of any Noteholder or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Issuer notifies (or causes the Servicer to notify) the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) Any term or provision of this Indenture may also be amended from time to time by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Certificates without the consent of any Noteholder, or any other Person. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency. (d) Promptly after the execution of any amendment to this Indenture, the Seller shall furnish an executed copy of such amendment to each Rating Agency.

Supplemental Indentures Without Consent of Noteholders. (a) This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, without the consent of any Noteholder or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Issuer notifies (or causes the Servicer to notify) the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) Any term or provision of this Indenture may also be amended from time to time by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Certificates without the consent of any Noteholder, or any other Person. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency. (d) Promptly after the execution of any amendment to this Indenture, the Seller shall furnish an executed copy of such amendment to each Rating Agency. (e) Notwithstanding anything under this Section 9.1, in Section 9.2 or in any other Transaction Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Transaction Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, without the consent of any Noteholder or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Issuer notifies (or causes the Servicer to notify) the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) Any term or provision of this Indenture may also be amended from time to time by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Certificates without the consent of any Noteholder, or any other Person. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency. (d) Promptly after the execution of any amendment to this IndentureAgreement, the Seller shall furnish an executed copy of such amendment to each Rating Agency.

Supplemental Indentures Without Consent of Noteholders. (a) This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, without the consent of any Noteholder or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Issuer delivered to the Indenture Trustee, Trustee adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Issuer notifies (or causes the Servicer to notify) the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) Any term or provision of this Indenture may also be amended from time to time by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to any Retained Notes or the Certificates without the consent of any Noteholder, or any other Person. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency. (d) Promptly after the execution of any amendment to this IndentureAgreement, the Seller shall furnish an executed copy of such amendment to each Rating Agency.

Supplemental Indentures Without Consent of Noteholders. (a) This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, without the consent of any Noteholder Noteholder[, the Swap Counterparty] or any other Person; provided, however, that (i) any such amendment shall not, as evidenced by an Opinion of Counsel to the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Issuer notifies (or causes the Servicer to notify) the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) Any term or provision of this Indenture may also be amended from time to time by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to [any Retained Notes or] the Certificates without the consent of any Noteholder, or any other Person[; provided, however, that the Issuer shall provide (or cause the Servicer to provide) written notification of the substance of such amendment to the Swap Counterparty]. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating AgencyAgency [and the Swap Counterparty]. (d) Promptly after the execution of any amendment to this Indenture, the Seller shall furnish an executed copy of such amendment to each Rating AgencyAgency [and the Swap Counterparty].

Supplemental Indentures Without Consent of Noteholders. (a) This Indenture may be amended from time to time by a written amendment duly executed and delivered by Without the consent of the Noteholders or any other Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer OrderRequest) but with prior notice from the Issuer to the Rating Agency, without at any time and from time to time, may enter into one or more indentures supplemental hereto for the consent purpose of adding any Noteholder provisions to, or changing in any other Person; providedmanner or eliminating any of the provisions of, however, that this Indenture or for the purposes of modifying in any manner the rights of the Noteholders under this Indenture subject to the satisfaction of the following conditions: (i) any such amendment shall not, as evidenced by the Issuer delivers an Opinion of Counsel to the Issuer delivered or Officer’s Certificate to the Indenture Trustee, Trustee to the effect that such supplemental indenture will not materially and adversely affect in any material respect the interests of the Noteholders or Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment supplemental indenture and the Issuer notifies (or causes the Servicer to notify) the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendmentsupplemental indenture. (b) Any term Without the consent of the Noteholders or provision of this Indenture may also be amended from time to time by any other Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer OrderRequest), may also enter into one or more indentures supplemental hereto for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Certificates without the consent of any Noteholder, or any other PersonOffering Memorandum. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency. (d) Promptly after the execution of any amendment to this Indenture, the Seller shall furnish an executed copy of such amendment to each Rating Agency.