Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED that such action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided in the Series Supplement, the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 2 contracts
Sources: Indenture (Household Auto Receivables Corp), Indenture (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes or any other Person but with the consent of the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, and with prior written notice to the Note Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer OrderAgency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the parties hereto may enter into one or more amendments hereto, in form satisfactory Issuer to the Trustee, Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect may amend this Indenture for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;Notes; or
(iiiii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;, for the benefit of the Holders of the Notes of any or all Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Classes); or
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;
(viii) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement herein, or to make any other provisions with respect to matters or questions arising under this Indenture or in Indenture; or
(iv) to establish any Series Supplement; PROVIDED that such action shall not adversely affect form of Note and to set forth the interests terms thereof, and/or to add to the rights of the Holders of the Notes;Notes of any Class; or
(viv) to evidence and provide for the acceptance of the appointment hereunder by another corporation as a successor trustee with respect to the Notes and Indenture Trustee hereunder; or
(vi) to add to any additional Early Amortization Events or change any Events of Default in respect of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VINotes; or
(vii) to modifyprovide for additional or alternative forms of credit enhancement for any Class of Notes; or
(viii) to comply with any regulatory, eliminate accounting or add tax laws; or
(ix) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the provisions of this Indenture Receivables Seller satisfactory to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted Note Rating Agency rating Outstanding Notes and to add each Holder of a Variable Funding Note); or
(x) to this Indenture such other provisions prevent the Issuer from being subject to tax on its net income as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein containedan association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes.
(b) Except as otherwise provided In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Series SupplementAdministrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Issuer Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables.
(c) Additionally, notwithstanding any provision of this Article XII to the contrary, and in addition to clauses (i) through (x) above, this Indenture may also be amended by the Issuer, the Indenture Trustee, when authorized by an Issuer Orderthe Administrator, may, also the Servicer and the Administrative Agent without the consent of any of the Holders Noteholders or any other Person, upon delivery of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such action shall notamendment will not have an Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes. HLSS, as evidenced Servicer, shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement, without the consent of Holders of more than 50% (by an Class Invested Amount) of each Class of Notes, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion of Counseland Officer’s Certificate, adversely affect in any material respect as amendments to the interests of any NoteholderIndenture entered into under this Section 12.1.
Appears in 2 contracts
Sources: Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with the prior written consent of the Insurer (for so long as the Insurer is the Controlling Party) and with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the TrusteeIndenture Trustee and the Insurer (for so long as it is the Controlling Party), for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any the Series Supplement which may be inconsistent with any other provision herein or in any the Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any the Series Supplement; PROVIDED that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect the interests of the Holders of the NotesNotes or the Insurer;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with the prior written consent of the Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto in form satisfactory to the Insurer (for so long as it is the Controlling Party) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Insurer.
Appears in 2 contracts
Sources: Indenture (Household Auto Receivables Corp), Indenture (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes but Noteholders and with prior written notice to the Rating Agencies, as evidenced to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesNoteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer Issuer, the Indenture Trustee and the TrusteeAdministrator, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the TrusteeIndenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 2 contracts
Sources: Series Supplement (Household Automotive Trust 2004-1), Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-1)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes but Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesNoteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer Issuer, the Indenture Trustee and the TrusteeAdministrator, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the TrusteeIndenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.
Appears in 2 contracts
Sources: Series Supplement (HSBC Automotive Trust (USA) 2007-1), Series Supplement (HSBC Automotive Trust (USA) 2006-3)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes but Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesNoteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer Issuer, the Indenture Trustee and the TrusteeAdministrator, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the TrusteeIndenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.
Appears in 2 contracts
Sources: Series Supplement (HSBC Automotive Trust (USA) 2006-1), Series Supplement (HSBC Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders Noteholders [but with the prior written consent of any Notes but the Insurer (for so long as it is the Controlling Party)] and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee [and the Insurer (so long as no Insurer Default has occurred and is continuing)], for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesNoteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer Issuer, the Indenture Trustee and the TrusteeAdministrator, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the TrusteeIndenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 1998-1 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 1998-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 1998-1 Supplement additional property;
; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 1998-1 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
Series 1998-1 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 1998-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Supplement to Indenture (Household Automobile Revolving Trust I)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but and with the prior written notice to the Rating Agencies, as evidenced to the Trustee Indenture Trustee, the Administrator and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, the Administrator and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any the Series Supplement which may be inconsistent with any other provision herein or in any the Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any the Series Supplement; PROVIDED provided that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect the interests of the Holders of the Notes; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect the interests of the Holders of the Notes if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is and the Administrator are hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer Issuer, the Administrator and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Administrator and the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries _____ Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries _____ Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series _____ Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series _____ Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesSeries _____ Noteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series _____ Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series _____ Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series _____ Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series _____ Supplement of modifying in any manner the rights of the Holders of Series _____ Noteholders under the Notes Indenture or under this IndentureSeries _____ Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series _____ Noteholder.
Appears in 1 contract
Sources: Supplement to Indenture (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes but Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Delaware Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesNoteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Administrator, the Indenture Trustee, the Delaware Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer Issuer, the Indenture Trustee and the TrusteeAdministrator, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the TrusteeIndenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-2)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 1998-1 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 1998-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 1998-1 Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 1998-1 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesSeries 1998-1 Noteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 1998-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series 1998-1 Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series 1998-1 Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series 1998-1 Supplement of modifying in any manner the rights of the Holders of Series 1998-1 Noteholders under the Notes Indenture or under this IndentureSeries 1998-1 Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 1998-1 Noteholder.
Appears in 1 contract
Sources: Supplement to Indenture and Trust Agreement (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Indenture (Household Automotive Trust v Series 2000 2)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but and with the prior written notice to the Rating Agencies, as evidenced to the Trustee Indenture Trustee, the Administrator and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, the Administrator and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any the Series Supplement which may be inconsistent with any other provision herein or in any the Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any the Series Supplement; PROVIDED provided that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect the interests of the Holders of the Notes; provided, further, that with respect to tax matters, such action shall not be deemed to adversely affect the interests of the Holders of the Notes if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is and the Administrator are hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer Issuer, the Administrator and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Administrator and the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) : to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) ; to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) ; to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) ; to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) ; to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) ; to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) or to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) . Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in The Issuer and the Series SupplementIndenture Trustee, with the consent of MBIA but without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer OrderNotes, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Trustee, amend this Indenture for any of the following purposes:
(ia) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;; or
(iib) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;, in accordance with Section 3.02(o) hereof; or
(iiic) to add to the covenants of the Issuer, for the benefit of MBIA and the Holders of the all Notes, or to surrender any right or power herein conferred upon the Issuer;; or
(ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or
(ve) to cure any ambiguity, ambiguity with respect to correct or supplement any provision herein or in any Series Supplement which may be defective or inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED hereunder, which shall not be inconsistent with the provisions hereof, provided that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(viif) to modify, eliminate or evidence the succession of the Indenture Trustee pursuant to Article Seven hereof; or
(g) to add events to the provisions list of this Indenture to such extent as shall be necessary to effect the qualification Events of this Indenture under the TIA Default, Reserve Account Increase Events, or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIARe-▇▇▇▇▇▇▇ Triggers. The Indenture Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in , but the Series SupplementIndenture Trustee shall not be obligated to enter into any such amendment that affects the Indenture Trustee's own rights, duties, liabilities, indemnities or immunities under this Indenture or otherwise. Promptly after the execution by the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent Indenture Trustee of any of amendment pursuant to this Section, the Holders of the Notes but with prior written notice Issuer shall mail to the Rating Agencies by Agencies, the IssuerCustodian, as evidenced to the Trustee, enter into an amendment hereto for the purpose MBIA and each Noteholder a copy of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholderamendment.
Appears in 1 contract
Sources: Indenture (Autoinfo Inc)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 1999-1 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 1999-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 1999-1 Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 1999-1 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesSeries 1999-1 Noteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 1999-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series 1999-1 Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series 1999-1 Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series 1999-1 Supplement of modifying in any manner the rights of the Holders of Series 1999-1 Noteholders under the Notes Indenture or under this IndentureSeries 1999-1 Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 1999-1 Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in The Issuer, the Series SupplementServicer, the Trustee and the Back-up Servicer, without the consent of the Holders of any Notes Note but with prior written notice to the Rating Agencies, as evidenced to consent of the Trustee and the Issuer, when authorized by an Issuer OrderNote Insurer, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the TrusteeTrustee and the Note Insurer, for any of the following purposes, provided that any such amendment will not have an adverse effect on the Holders, and the Rating Agency Condition shall have been satisfied in connection with any such amendment:
(ia) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;; or
(iib) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;, in accordance with Section 11.02(o) hereof; or
(iiic) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, all Notes or to surrender any right or power herein conferred upon the Issuer;; or
(ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;; or
(ve) to cure evidence the succession of the Trustee pursuant to Article 7 hereof; or
(f) to correct any ambiguity, ambiguity or to correct or supplement any provision herein or in any Series Supplement of this Indenture which may be inconsistent with any other another provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIAIndenture. The Trustee is hereby authorized to join in the execution of any such amendment and to make any further other appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in , but the Series Supplement, the Issuer and Trustee shall not be obligated to enter into any such amendment that affects the Trustee's own rights, when authorized by an Issuer Orderduties, may, also without liabilities or immunities under this Indenture or otherwise. Promptly after the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies execution by the Issuer, as evidenced the Servicer, the Trustee and the Back-up Servicer of any amendment pursuant to this Section, the TrusteeIssuer shall mail to each Noteholder, enter into an amendment hereto for the purpose Note Insurer, WestLB and each Rating Agency a copy of adding any provisions tosuch amendment, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderCounsel and such confirmation by such Rating Agency.
Appears in 1 contract
Sources: Indenture (Financial Pacific Co)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 2000-3 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 2000-3 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 2000-3 Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 2000-3 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
Series 2000-3 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 2000-3 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series 2000-3 Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series 2000-3 Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series 2000-3 Supplement of modifying in any manner the rights of the Holders of Series 2000-3 Noteholders under the Notes Indenture or under this IndentureSeries 2000-3 Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 2000-3 Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (Household Automotive Trust Vi Series 2000 3)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with [the prior written consent of the Insurer (for so long as it is the Controlling Party) and ]prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee[ and the Insurer (for so long as it is the Controlling Party)], for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any the Series Supplement which may be inconsistent with any other provision herein or in any the Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any the Series Supplement; PROVIDED that such action shall not adversely affect the interests of the Holders of the Notes[ or the Insurer];
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with [the prior written consent of the Insurer (for so long as it is the Controlling Party) and ]prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto [in form satisfactory to the Insurer (for so long as it is the Controlling Party) ]for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder[ or the Insurer].
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, and with prior written notice to the Note Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer OrderAgency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the parties hereto may enter into one or more amendments hereto, in form satisfactory Issuer to the TrusteeIndenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect, may amend this Indenture for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;Notes; or
(iiiii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;, for the benefit of the Holders of the Notes of any or all Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Classes); or
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;
(viii) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement herein, or to make any other provisions with respect to matters or questions arising under this Indenture or in Indenture; or
(iv) to establish any Series Supplement; PROVIDED that such action shall not adversely affect form of Note and to set forth the interests terms thereof, and/or to add to the rights of the Holders of the Notes;Notes of any Class; or
(viv) to evidence and provide for the acceptance of the appointment hereunder by another corporation as a successor trustee with respect to the Notes and Indenture Trustee hereunder; or
(vi) to add to any additional Early Amortization Events or change any Events of Default in respect of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VINotes; or
(vii) to modifyprovide for additional or alternative forms of credit enhancement for any Class of Notes; or
(viii) to comply with any regulatory, eliminate accounting or add tax laws; or
(ix) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the provisions of this Indenture Receivables Seller satisfactory to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted Note Rating Agency rating Outstanding Notes and to add each Holder of a Variable Funding Note); or
(x) to this Indenture such other provisions prevent the Issuer from being subject to tax on its net income as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein containedan association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes.
(b) Except as otherwise provided In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Series SupplementAdministrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Issuer Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables.
(c) Additionally, notwithstanding any provision of this Article XII to the contrary, and in addition to clauses (i) through (x) above, this Indenture may also be amended by the Issuer, the Indenture Trustee, when authorized by an Issuer Orderthe Administrator, may, also the Servicer and the Administrative Agent without the consent of any of the Holders Noteholders or any other Person, upon delivery of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such action shall notamendment will not have an Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes. HLSS, as evidenced Servicer, shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement, without the consent of Holders of more than 50% (by an Class Invested Amount) of each Class of Notes, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion of Counseland Officer’s Certificate, adversely affect in any material respect as amendments to the interests of any NoteholderIndenture entered into under this Section 12.1.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any the Series Supplement which may be inconsistent with any other provision herein or in any the Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any the Series Supplement; PROVIDED that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes but Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesNoteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer Issuer, the Indenture Trustee and the TrusteeAdministrator, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the TrusteeIndenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (HSBC Automotive Trust 2005-3)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries ______ Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries ______ Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series ______ Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series ______ Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesSeries ______ Noteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series ______ Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series ______ Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series ______ Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series ______ Supplement of modifying in any manner the rights of the Holders of Series ______ Noteholders under the Notes Indenture or under this IndentureSeries ______ Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series ______ Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and with prior written notice to the Note Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer OrderAgency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the parties hereto may enter into one or more amendments hereto, in form satisfactory Issuer to the TrusteeIndenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect, may amend this Indenture for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;Notes; or
(iiiii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;, for the benefit of the Holders of the Notes of any or all Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Classes); or
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;
(viii) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement herein, or to make any other provisions with respect to matters or questions arising under this Indenture or in Indenture; or
(iv) to establish any Series Supplement; PROVIDED that such action shall not adversely affect form of Note and to set forth the interests terms thereof, and/or to add to the rights of the Holders of the Notes;Notes of any Class; or
(viv) to evidence and provide for the acceptance of the appointment hereunder by another corporation as a successor trustee with respect to the Notes and Indenture Trustee hereunder; or
(vi) to add to any additional Early Amortization Events or change any Events of Default in respect of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VINotes; or
(vii) to modifyprovide for additional or alternative forms of credit enhancement for any Class of Notes; or
(viii) to comply with any regulatory, eliminate accounting or add tax laws; or
(ix) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the provisions of this Indenture Receivables Seller satisfactory to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted Note Rating Agency rating Outstanding Notes and to add each Holder of a Variable Funding Note); or
(x) to this Indenture such other provisions prevent the Issuer from being subject to tax on its net income as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein containedan association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes.
(b) Except as otherwise provided In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Series SupplementAdministrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Issuer Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables.
(c) Additionally, notwithstanding any provision of this Article XII to the contrary, and in addition to clauses (i) through (x) above, this Indenture may also be amended by the Issuer, the Indenture Trustee, when authorized by an Issuer Orderthe Administrator, maythe Servicer, also the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent without the consent of any of the Holders Noteholders or any other Person, upon delivery of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDEDprovided, HOWEVERhowever, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such action amendment will not have an Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes. The Servicer shall notnot enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement, without the consent of Holders of more than 50% (by Class Invested Amount) of each Class of Notes, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as evidenced by an Opinion of Counsel, adversely affect in any material respect amendments to the interests of any NoteholderIndenture entered into under this Section 12.1.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 2000-2 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 2000-2 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 2000-2 Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 2000-2 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
Series 2000-2 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 2000-2 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (Household Automotive Trust v Series 2000 2)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without ----------------------------------------- the consent of of, or notice to, the Holders of any Notes but with prior written notice to Notes, the Rating Agencies, as evidenced to the Trustee Issuer and the Issuer, when authorized by an Issuer Order, Indenture Trustee may amend this Indenture at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Trustee, time for any of the following purposes:
(ia) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;; or
(iib) to evidence the succession, in compliance with the applicable provisions of Section 4.2(b) hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes contained;Notes; or
(iiic) to add to the covenants of the IssuerIssuer or the Indenture Trustee, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;; or
(ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;Indenture Trustee to constitute additional Indenture Trust Estate; or
(ve) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be defective or inconsistent with any other provision provisions herein or in any Series Supplement or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any Series SupplementIndenture; PROVIDED provided, that such action shall not adversely affect -------- the interests of the Holders of the Notes;Holders; or
(vif) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteenote registrar, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate Section 9.9 or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIASection 9.10 hereof. The Indenture Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that which may be therein containedcontained or required.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders Noteholders but with the prior written consent of any Notes but the Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, the Owner Trustee and the Insurer (so long as no Insurer Default has occurred and is continuing), for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of Noteholders or the NotesInsurer;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders Noteholders but with the prior written consent of the Notes but Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto in form satisfactory to the Insurer (for so long as it is the Controlling Party) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series Supplement of modifying in any manner the rights of the Holders of Noteholders under the Notes Indenture or under this IndentureSeries Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Insurer.
Appears in 1 contract
Sources: Series Supplement (Household Automotive Trust 2003-2)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 1998-1 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 1998-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 1998-1 Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series Supplement1998-1Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the NotesSeries 1998-1 Noteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 1998-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series 1998-1 Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series 1998-1 Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series 1998-1 Supplement of modifying in any manner the rights of the Holders of Series 1998-1 Noteholders under the Notes Indenture or under this IndentureSeries 1998-1 Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 1998-1 Noteholder.
Appears in 1 contract
Sources: Indenture Supplement (Household Auto Receivables Corp)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the TrusteeIndenture Trustee and the Insurer (for so long as it is the Controlling Party), for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any the Series Supplement which may be inconsistent with any other provision herein or in any the Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any the Series Supplement; PROVIDED that such action shall not adversely affect the interests of the Holders of the NotesNotes or the Insurer;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto in form satisfactory to the Insurer (for so long as it is the Controlling Party) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Insurer.
Appears in 1 contract
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) : to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 2001-1 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 2001-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 2001-1 Supplement additional property;
(ii) ; to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) ; to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) ; to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) , if any; to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 2001-1 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) Series 2001-1 Noteholders; to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 2001-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIV of the Indenture; or
(vii) or to modify, eliminate or add to the provisions of the Indenture or of this Indenture Series 2001-1 Supplement to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA. The Each of the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) . Except as otherwise provided in the Series Supplementherein, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes Series 2001-1 Noteholders but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of this Series 2001-1 Supplement of modifying in any manner the rights of the Holders of Series 2001-1 Noteholders under the Notes Indenture or under this IndentureSeries 2001-1 Supplement; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 2001-1 Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (Household Automotive Trust 2001-1)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this IndentureSeries 2000-1 Supplement, or better to assure, convey and confirm unto the Trustee Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this IndentureSeries 2000-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Indenture Series 2000-1 Supplement additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuer;
; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture the Indenture, the Trust Agreement or in any this Series 2000-1 Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
Series 2000-1 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Indenture Series 2000-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIVI of the Indenture; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Master Sale and Servicing Agreement (Household Automotive Trust Iv Series 2000-1)
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture or in any Series Supplement; PROVIDED provided that such action shall not adversely affect the interests of the Holders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained.
(b) Except as otherwise provided in the Series Supplement, the Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Sources: Indenture (Household Automotive Trust Iv Series 2000-1)