Common use of Amendments With Consent of Certificateholders and Noteholders Clause in Contracts

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of Outstanding Amount of Notes of the related Series as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificates evidencing not less than a majority of the ownership interest in the Trust as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) 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 (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or the Specified Reserve Account Balance, (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of Outstanding Amount of Notes the aggregate outstanding principal amount of the related Series Notes as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificateholders whose Certificates evidencing evidence not less than a majority of the ownership interest in the Trust Certificate Balance as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders Holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) 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; PROVIDEDprovided, HOWEVERhowever, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or Certificate, the Specified Reserve Account Balance, (b) reduce Pass Through Rate or any Interest Rate. The Owner Trustee shall furnish notice to each of the aforesaid percentage required Rating Agencies prior to obtaining consent to any such proposed amendment or (c) amend under this Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding8.2.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller Seller, the Delaware Trustee and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of Outstanding Amount of Notes the aggregate outstanding principal amount of the related Series Notes as of the close of business on the preceding Distribution Date and the consent of the Holders of Certificateholders whose Certificates evidencing evidence not less than a majority of the ownership interest in the Trust Certificate Balance as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders Holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) 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; PROVIDEDprovided, HOWEVERhowever, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made on any Note or Certificate, the Specified Reserve Account Balance, (b) reduce Pass Through Rate or any Interest Rate. The Seller shall furnish notice to each of the aforesaid percentage required Rating Agencies and the Indenture Trustee prior to obtaining consent to any such proposed amendment or (c) amend under this Section 4.3, without the consent of the Holders of all of the Notes and the Holders of all of the Certificates then outstanding8.2.

Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Seller Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than the Credit Enhancer, a majority Majority in Voting Interest of Outstanding Amount Notes and a Majority in Voting Interest of Notes of the related Series as of the close of business on the preceding Distribution Date and the consent of the Holders of Class [__] Certificates evidencing not less than a majority of the ownership interest in the Trust as of the close of business on the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Certificates) 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; PROVIDEDprovided, HOWEVERhowever, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables Mortgage Loans or distributions that shall be required to be made on any Note or Certificate, the Specified Reserve Account Balance, Note Interest Rate or the Class [__] Pass-Through Rate or (b) reduce the aforesaid percentage required to consent to any such amendment or (c) amend Section 4.3amendment, without the consent of the Holders of all of the Outstanding Notes and the Holders of all of the Certificates then outstanding; provided, further, that Annex A hereto may only be amended pursuant to Section 11 thereof. The Depositor shall furnish written notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2.