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

Amendments With Consent of the Noteholders and the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Noteholders representing a majority of the outstanding Note Balance of the Controlling Class (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Noteholders), and the consent of the Certificateholders (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Certificateholders) (which consent, whether given pursuant to this Section or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Persons and on all future Noteholders and Certificateholders, whether or not notation of such consent is made upon the Notes or the Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders and Certificateholders); provided, however, that no amendment may increase or reduce in any manner the amount of, or accelerate or delay the timing of, collection on payments on the Trust Estate or payments that are required to be made for the benefit of the Noteholders without the consent of each Noteholder.

Amendments With Consent of the Noteholders and the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of the Noteholders representing a majority of the outstanding Note Balance of the Controlling Class (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Noteholders), and the consent of the Certificateholders (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Certificateholders) (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Persons and on all future Noteholders and Certificateholders, whether or not notation of such consent is made upon the Notes or the Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders and Certificateholders); provided, however, that no amendment may increase or reduce in any manner the amount of, or accelerate or delay the timing of, collection on payments on the Trust Estate or payments that are required to be made for the benefit of the Noteholders without the consent of each Noteholder.

Amendments With Consent of the Noteholders and the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor Initial Beneficiary and the Owner Trustee with the consent of the Noteholders representing a majority of the outstanding Note Balance of the Controlling Class (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Noteholders), and the consent of the Certificateholders (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Certificateholders) (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Persons and on all future Noteholders and Certificateholders, whether or not notation of such consent is made upon the Notes or the Trust Certificates Amended and Restated Trust Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders and Certificateholders); provided, however, that no amendment may increase or reduce in any manner the amount of, or accelerate or delay the timing of, collection on payments on the Trust Estate or payments that are required to be made for the benefit of the Noteholders without the consent of each Noteholder.

Amendments With Consent of the Noteholders and the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor Initial Beneficiary and the Owner Trustee with the consent of the Noteholders representing a majority of the outstanding Note Balance of the Controlling Class (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Amended and Restated Trust Agreement Noteholders), and the consent of the Certificateholders (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Certificateholders) (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Persons and on all future Noteholders and Certificateholders, whether or not notation of such consent is made upon the Notes or the Trust Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders and Certificateholders); provided, however, that no amendment may increase or reduce in any manner the amount of, or accelerate or delay the timing of, collection on payments on the Trust Estate or payments that are required to be made for the benefit of the Noteholders without the consent of each Noteholder.

Amendments With Consent of the Noteholders and the Certificateholders. (a) This Agreement may be amended from time to time by the Depositor Initial Beneficiary and the Owner Trustee with the consent of the Noteholders representing a majority of the outstanding Note Balance of the Controlling Class (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Noteholders), and the consent of the Certificateholders (unless, as evidenced by an Opinion of Counsel, such amendment shall not materially and adversely affect the interests of the Certificateholders) (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Persons and on all future Noteholders and Certificateholders, whether or not notation of such consent is made upon the Notes or the Trust Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders and Certificateholders); provided, however, that no amendment may increase or reduce in any manner the amount of, or accelerate or delay the timing of, collection on payments on the Trust Estate or payments that are required to be made for the benefit of the Noteholders without the consent of each Noteholder.