Common use of Contract Amendments and Modifications Clause in Contracts

Contract Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Issuer and the Trust and without the necessity of obtaining the prior consent of the Issuer, the Trustee, any Registered Pledgee, any Interest Rate Hedge Agreement or any Currency Hedge Counterparty, enter into and grant modifications, waivers and amendments to the terms of any Contract that would not reasonably be expected to have a material adverse affect, individually or in the aggregate, on the interests of any of the Issuer, the Indenture Trustee, the Administrative Agent, any Registered Pledgee, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty or the Noteholders in the Serviced Assets without the consent of each such affected party. Notwithstanding the foregoing provisions, the Servicer may: (1) permit the extension of the time for payment of any Contract Payment under any Contract, which in the Servicer’s sole discretion, in accordance with the same manner in which it services leases and equipment held for its own account, would maximize recoveries on any Contract and the related Equipment; provided that the Servicer shall make a Servicer Advance with respect to such extended Contract Payment(s) prior to the Determination Date related to the Collection Period during which the Servicer grants such permission to extend, provided, further, that no such extension may (i) decrease the lease rate or rental per item of Equipment payable thereunder, (ii) decrease the frequency of Contract Payments to less than once per calendar quarter, (iii) waive in total any Contract Payment due thereunder, or (iv) otherwise materially adversely affect the rights of the Trust, the Administrative Agent, the Indenture Trustee, any Registered Pledgee, the Issuer, any Noteholder, any Interest Rate Hedge Counterparty or any Currency Hedge Counterparty without the consent of each such affected party; and (2) permit termination of a Contract which does not otherwise provide for termination by requiring that the User pay to the Issuer, or that the Servicer pay to the Issuer, an amount not less than the Prepayment Amount. In the event of any modification, waiver or amendment of any Contract in accordance with this Section 3.02, the Servicer, on a monthly basis, in conjunction with the delivery of the Servicer Report, will furnish to the Issuer, the Trust, the Indenture Trustee, the Custodian, the Administrative Agent and each Registered Pledgee with a copy of such modification, waiver or amendment, together with a certificate of a Servicing Officer stating that such modification, waiver or amendment is permitted by the provisions of this Section 3.02.

Contract Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of the Issuer and the Trust and without the necessity of obtaining the prior consent of the Issuer, the Trust, the Indenture Trustee, any Registered Pledgee, any Interest Rate Hedge Agreement Counterparty or any Currency Hedge Counterparty, enter into and grant modifications, waivers and amendments to the terms of any Contract that would not reasonably be expected to have a material adverse affect, individually or in the aggregate, on the interests of any of the IssuerSUBI Holder, any Registered Pledgee, the Indenture Trustee, the Administrative Agent, any Registered PledgeeNoteholder, the Issuer, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty or the Noteholders Trust in the Serviced Assets without the consent of each such affected party. Notwithstanding the foregoing provisions, the Servicer may: (1) permit the extension of the time for payment of any Contract Payment under any Contract, which in the Servicer’s sole discretion, in accordance with the same manner in which it services leases and equipment held for its own account, would maximize recoveries on any Contract and the related Equipment; provided that the Servicer shall make a Servicer Advance with respect to such extended Contract Payment(s) prior to the Determination Date related to the Collection Period during which the Servicer grants such permission to extend, provided, further, that no such extension may (i) decrease the lease rate or rental per item of Equipment payable thereunder, (ii) decrease the frequency of Contract Payments to less than once per calendar quarter, (iii) waive in total any Contract Payment due thereunder, or (iv) otherwise materially adversely affect the rights of the Trust, the Administrative Agent, the Indenture Trusteeany SUBI Holder, any Registered Pledgee, the IssuerIndenture Trustee, the Administrative Agent, any Noteholder, the Issuer, any Interest Rate Hedge Counterparty or Counterparty, any Currency Hedge Counterparty or the Trust without the consent of each such affected party; and (2) permit termination of a Contract which does not otherwise provide for termination by requiring that the User pay to the Issuer, or that the Servicer pay to the Issuer, an amount not less than the Prepayment Amount. In the event of any modification, waiver or amendment of any Contract in accordance with this Section 3.02, the Servicer, on a monthly basis, in conjunction with the delivery of the Servicer Report, will furnish to the Issuereach SUBI Holder, the Trusteach Registered Pledgee, the Indenture Trustee, the CustodianAdministrative Agent, each Noteholder, the Administrative Agent Issuer, each Interest Rate Hedge Counterparty, each Currency Hedge Counterparty and each Registered Pledgee with the Trust a copy of such modification, waiver or amendment, together with a certificate of a Servicing Officer stating that such modification, waiver or amendment is permitted by the provisions of this Section 3.02.

Contract Amendments and Modifications. In performing its obligations hereunder, the Servicer may, acting in the name of ICF, the Issuer related Lessor and the Trust and without the necessity of obtaining the prior consent of any of ICF, the Issuerrelated Lessor, any Indenture Trustee, the Trustee, any ICF Noteholder, holder of the related Lessor Notes, any Registered Pledgee, any Interest Rate Hedge Agreement or Agreement, any Currency Hedge Counterparty, any Series Enhancer, any Lessor Note Enhancer or any Lease Enhancer, enter into and grant modifications, waivers and amendments to the terms of any Contract except for modifications, waivers or amendments that (i) are inconsistent with the Servicing Standard set forth in Section 3.01 above, (ii) would not reasonably reduce the amount or extend the time for payment of any Contract Payment, Casualty Payment, Prepayment Amount, or other amount required to be expected paid by a User under a Contract or the User’s absolute and unconditional obligation to have a material adverse make payment of the same, (iii) would reduce or adversely affect, individually or in the aggregate, on the Prepayment Amount or the Adjusted Equipment Value, as the case may be, of any item of Equipment or the User’s obligation to maintain, service, insure and care for the Equipment, or would permit the alteration of any item of Equipment in any way which could adversely affect its Contract Payment, Casualty Payment, Prepayment Amount, or the Adjusted Equipment Value, as the case may be, or (iv) otherwise could materially adversely affect, individually or in the aggregate, the interests of any of the IssuerICF, the a Lessor, ICI, any Indenture Trustee, the Administrative Agent, any Series Enhancer, any Lessor Note Enhancer, any Lease Enhancer, any Control Party, any Registered Pledgee, any Interest Rate Hedge Counterparty, any Currency Hedge Counterparty or the ICF Noteholders, holders of Lessor Notes or ICI Noteholders in the Serviced Assets without the consent of each such affected party. Notwithstanding the foregoing provisionsprovisions of clause (ii) above, the Servicer may: (1) permit the extension of the time for payment of any Contract Payment under any Contract, which in the Servicer’s sole discretion, in accordance with the same manner in which it services leases and equipment held for its own account, would maximize recoveries on any Contract and the related Equipment; provided that the Servicer shall make a Servicer Advance with respect to such extended Contract Payment(s) prior to the Determination Date related to the Collection Period during which the Servicer grants such permission to extend, provided, further, that no such extension may (i) decrease the lease rate or rental per item of Equipment payable thereunder, (ii) decrease the frequency of Contract Payments to less than once per calendar quarter, (iii) waive in total any Contract Payment due thereunder, or (iv) otherwise materially adversely affect the rights of the Trust, the Administrative Agent, the any Indenture Trustee, any Control Party, any Registered Pledgee, the Issuerany Lessor, ICI, ICF, any ICF Noteholder, any holder of Lessor Notes, any ICI Noteholder, any Lease Enhancer, any Lessor Note Enhancer, any Interest Rate Hedge Counterparty or Counterparty, any Currency Hedge Counterparty or any Series Enhancer without the consent of each such affected party; and (2) permit termination of a Contract which does not otherwise provide for termination by requiring that the User pay to ICF or the Issuerrelated Lessor, or that the Servicer pay to ICF or the Issuerrelated Lessor on behalf of the User, an amount not less than the Prepayment Amount. In the event of any modification, waiver or amendment of any Contract in accordance with this Section 3.02, the Servicer, on a monthly basis, in conjunction with the delivery of the Servicer Report, will furnish to the Issuerrelated Lessor or ICF (as the case may be), the Trust, the each Indenture Trustee, the Custodian, the Administrative Agent Agent, each Registered Pledgee, each Series Enhancer, each Lessor Note Enhancer, each Lease Enhancer and each Registered Pledgee Control Party with a copy of such modification, waiver or amendment, together with a certificate of a Servicing Officer stating that such modification, waiver or amendment is permitted by the provisions of this Section 3.02.