Amendments Without Consent of Exchange Noteholders Sample Clauses

Amendments Without Consent of Exchange Noteholders. (a) The Borrower, the Collateral Agent, the Lender and the Administrative Agent may enter into one or more amendments to this Agreement and any Exchange Note Supplement, without the consent of any Exchange Noteholder, to:
Sample 1Sample 2Sample 3See All (27)
AutoNDA by SimpleDocs
Amendments Without Consent of Exchange Noteholders. 38 Section 9.02. Amendments with Consent of Exchange Noteholders 39 Section 9.03. Tax Opinion Requirement 39 Section 9.04. Execution of Amendments 39 ARTICLE TEN CREDITORS’ RELATIONS Section 10.01. Allocation of Collections 40 Section 10.02. Application of Revolving Facility Pool Collections Prior to a Facility Default 40 Section 10.03. Application of Reference Pool Collections Prior to Facility Default 41 Section 10.04. Application of Collections Following a Facility Default. 41 Section 10.05. Modified Priorities Following Liquidation 42 Section 10.06. Application of Liquidation Proceeds 42 Section 10.07. Limited Recourse; Subordination of Claims. 42 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Compliance Certificates and Opinions 44 Section 11.02. Form of Documents Delivered to Administrative Agent. 44 Section 11.03. Notices, etc 44 Section 11.04. Alternate Payment and Notice Provisions 46 Section 11.05. Benefits of Agreement 46 Section 11.06. GOVERNING LAW; SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS 46 Section 11.07. Successors and Assigns 46 Section 11.08. Severability 47 Section 11.09. Counterparts 47 Section 11.10. Table of Contents and Headings 47 Section 11.11. Borrower Obligations 47 Section 11.12. No Petition 47 Section 11.13. Confidential Information. 47 Section 11.14. Tax Characterization 49 Section 11.15. No Recourse 49 Page EXHIBITS Exhibit A – Form of Exchange Note A-1 Exhibit B – Determination of Revolving Facility Interest Rate B-1 Exhibit C – Form of Transferee Representation Letter C-1 Exhibit E – Form of Certificate of Security Agreement E-1 SCHEDULES APPENDICES Appendix A – Usage and Definitions AA-1 This AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of March 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among DAIMLER TRUST, a Delaware statutory trust, as borrower (the “Borrower”), DCFS USA LLC, a Delaware limited liability company (“DCFS USA”), as lender (in such capacity, the “Lender”) and as servicer (in such capacity, the “Servicer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as administrative agent and not in its individual capacity (the “Administrative Agent”), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the “Collateral Agent”).
Sample 1
Amendments Without Consent of Exchange Noteholders. 36 Section 9.02. Amendments with Consent of Exchange Noteholders 37 Section 9.03. Tax Opinion Requirement 37 Section 9.04. Execution of Amendments 37 ARTICLE TEN CREDITORS’ RELATIONS Section 10.01. Allocation of Collections 38 Section 10.02. Application of Revolving Facility Pool Collections Prior to a Facility Default 38 Section 10.03. Application of Reference Pool Collections Prior to Facility Default 39 Section 10.04. Application of Collections Following a Facility Default 39 Section 10.05. Modified Priorities Following Liquidation 40 Section 10.06. Application of Liquidation Proceeds 40 Section 10.07. Limited Recourse; Subordination of Claims. 40 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Compliance Certificates and Opinions 42 Section 11.02. Form of Documents Delivered to Administrative Agent. 42 Section 11.03. Notices, etc 42 Section 11.04. Alternate Payment and Notice Provisions 43 Section 11.05. Benefits of Agreement 44
Sample 1

Related to Amendments Without Consent of Exchange Noteholders

  • Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (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 Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or 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 or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

  • Supplemental Indentures Without Consent of Noteholders (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes:

  • Amendments Without Consent of Certificateholders or Noteholders This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Noteholders or Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of Noteholders or Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of the Noteholders or Certificateholders), (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders.

  • Supplemental Agreements Without Consent of Certificateholders Without the consent of the Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:

Time is Money Join Law Insider Premium to draft better contracts faster.