(b) Upon a written direction to the Administrator from the Holder of the 2019-A Series Certificate (subject to the rights of the Registered Pledgee), the Administrator shall (at the expense of the Holder of the 2019-A SUBI Certificate), subject to the Act, either (i) distribute the 2019-A Series Assets to the Holder of the 2019-A Series Certificate or (ii) allocate to, and associate with, the 2019-A Series Assets to the Unallocated Assets Series or to an Other Series, as directed by such Holder; provided, however, that the 2019-A Series Assets shall not be subject to such distribution or allocation and association prior to the earlier of (x) the acceleration of the Notes under Section 5.2 of the Indenture following an Indenture Default or (y) payment in full of principal of, and accrued interest on, the Notes.
(a) Notwithstanding any provision of the Titling Company Agreement, the Titling Company Agreement, as supplemented by this 2019-A Series Supplement, to the extent that it relates solely to the 2019-A Series, may be amended in accordance with this Section 14.
(b) Any term or provision of this 2019-A Series Supplement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Member delivers an Officers Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Member does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee and the Owner Trustee may, but shall not be obliged to, enter into or consent to any such amendment that affects the Indenture Trustees or the Owner Trustees own rights, duties, liabilities or immunities under this Series Supplement or otherwise.
(c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.
(d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.
(e) Prior to the execution of any amendment to this 2019-A Series Supplement, the Member shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this 2019-A Series Supplement, the Member shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.