Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:
Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "Percentage Interest" and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4):
Amendments Without Consent. Amendments of this Agreement may be made from time to time by the Management Member without the consent of the Members, (a) to cure any ambiguity, or to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, (b) to reflect a change in the name of the Company or the location of the principal place of business or registered office of the Company, (c) to effect a change that the Management Member in its sole discretion determines to be necessary or desirable to qualify or continue the qualification of the Company as a limited liability company or an entity in which Members have limited liability under the laws of any state or to ensure that the Company will not be treated as an association taxable as a corporation for federal income tax purposes, (d) to effect a change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, as now or subsequently in effect, compliance with any of which the Management Member deems to be for the benefit of the Company and the Members, (e) to reflect any update with respect to the address information set forth on Schedule B, and (f) to reflect the admission, substitution or withdrawal of any Member in accordance with the provisions of this Agreement (including by updating Schedule A); provided, however, that no amendment shall be adopted pursuant to clauses (a) through (c) of this Section 12.1(b) unless the adoption thereof, in the reasonable opinion of the Management Member is for the benefit of or not adverse to the interest of the Members, including, without limitation not adversely affecting the limited liability of the Members or the status of the Company as a partnership for federal income tax purposes. The Management Member shall promptly notify each Member of any amendment adopted pursuant to this Section 12.1(b), which notice shall include a copy of each amendment.
Amendments Without Consent of Noteholders 45 Section 9.2. Amendments with Consent of Controlling Class 46 Section 9.3. Execution of Amendments 47 Section 9.4. Effect of Amendment 47 Section 9.5. Conformity with TIA 48 Section 9.6. Reference in Notes to Supplemental Indentures 48 ARTICLE X REDEMPTION OF NOTES 48 Section 10.1. Redemption 48 ARTICLE XI OTHER AGREEMENTS 49
Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Unit Designation with respect to Interests then outstanding, the Board shall have the power, without the Consent of the Members or the consent or approval of any Member or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
Amendments Without Consent of Noteholders 46 Section 9.2. Amendments with Consent of Controlling Class 47 Section 9.3. Execution of Amendments 48 Section 9.4. Effect of Amendment 48 Section 9.5. Conformity with TIA 49 Section 9.6. Reference in Notes to Supplemental Indentures 49 ARTICLE X REDEMPTION OF NOTES 49 Section 10.1. Redemption 49 ARTICLE XI OTHER AGREEMENTS 50 Section 11.1. No Petition 50 Section 11.2. Limited Recourse; Subordination of Claims Against Titling Companies 50 Section 11.3. Limited Recourse; Subordination of Claims Against Depositor 51 Section 11.4. Issuer Orders; Certificates and Opinions 51 Section 11.5. Acts of Noteholders 53 Section 11.6. Conflict with Trust Indenture Act 53 Section 11.7. Issuer Obligation 54 ARTICLE XII MISCELLANEOUS 54 Section 12.1. Benefits of Indenture; Third-Party Beneficiaries 54 Section 12.2. Notices 54 Section 12.3. GOVERNING LAW 55 Section 12.4. Submission to Jurisdiction 55 Section 12.5. WAIVER OF JURY TRIAL 55 Section 12.6. No Waiver; Remedies 55 Section 12.7. Severability 55 Section 12.8. Headings 55 Section 12.9. Counterparts 56 Schedule A Notice Addresses SA-1 Exhibit A Form of Notes EA-1 INDENTURE, dated as of July 1, 2019 (this “Indenture”), between FORD CREDIT AUTO LEASE TRUST 2019-B, a Delaware statutory trust, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Secured Parties. In connection with a securitization transaction sponsored by Ford Credit, the Issuer will issue Notes secured by the 2019-B Exchange Note issued by the Titling Companies and purchased by the Issuer from the Depositor, who purchased it from Ford Credit. The 2019-B Exchange Note is secured by a reference pool of Leases and Leased Vehicles purchased by the Titling Companies from motor vehicle dealers. The parties agree as follows:
Amendments Without Consent. (a) Without the consent of the Majority of CVR Holders or the Holders’ Representative, the Company, at any time and from time to time, may enter into one or more amendments hereto, solely for the following purposes (provided that any amendment effected prior to the Effective Time shall also require the written consent of Cosmos):
Amendments Without Consent. This Warrant Agreement and the Warrants may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental Agreement”), without the consent of any of the holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrants, (ii) evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the Company for the benefit of the registered holders of the Warrants or surrendering any right or power conferred upon the Company under this Warrant Agreement, or (v) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the registered holders in any material respect.
Amendments Without Consent. In addition to amendments pursuant to Section 1206, amendments of this Agreement may be made from time to time by the General Partner, without the consent of any of the Limited Partners, (a) to cure any ambiguity, or to correct or supplement any provision hereof which maybe inconsistent with any other provision hereof, (b) to delete or add any provision o f this Agreement required to be so deleted or added by any state or provincial securities commissioner or simi lar o fficial. which addition or deletion is deemed by such commission or otfieial to be for the benefit or protection of the Limited Partners, (c) to revise this CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM - P j « 31 SEC0002103 Case 3:04-cv-01320-K ^Ocument 43-3 Filed 02/11/05 P ||e 38 of 109 PagelD 482 Agreement as necessary to comply or conform with any revisions in applicable laws governing the Partnership, and (d) to reflect the admission of Substituted Limited Partners or a general partner substituted in the Partnership without the consent o f the Limited Partners; provided, however, that no amendment shall be adopted pursuant to clauses (a) through (c) above unless the adoption thereof in the reasonable opinion o f the General Partner, is for the benefit o f or not adverse to the interest of the Limited Partners and in the opinion of counsel, does not affect the limited liability of the Limited Partners or the status o f the Partnership as a partnership for income tax purposes.
