Common use of Other Amendments Clause in Contracts

Other Amendments. Other than as set forth in Section 7.1(c), the parties may also amend this Agreement, without the consent of the Noteholders, for the purpose of adding any provisions to, or changing in any manner or eliminating any provisions of, this Agreement or of modifying in any manner the rights of the Noteholders under this Agreement if either (x) the Grantor or the Administrator delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the Grantor or the Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interests of any Noteholder or (y) the Rating Agency Condition has been satisfied for the Notes with respect to such amendment.

Other Amendments. Other than as set forth in Section 7.1(c10.1(c), the parties may also amend this Agreement, without the consent of the Noteholders, for the purpose of adding Agreement (including Appendix A) to add any provisions to, or changing change in any manner or eliminating eliminate any provisions of, this Agreement or for the purpose of modifying in any manner the rights of the Noteholders under this Agreement Agreement, with the consent of the Certificateholders, either (1) without the consent of the Noteholders if either (x) the Grantor Issuer or the Administrator delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the Grantor or the Administrator, as applicable, reasonably believes that such amendment will not have a material adverse effect on the interests of any Noteholder Noteholders, or (y) the Rating Agency Condition has been is satisfied for the Notes with respect to such amendmentamendment or (2) if the interests of the Noteholders are materially and adversely affected, with the consent of the holders of a majority of the Note Balance of the Controlling Class.