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Amendment Clause Example with 17 Variations from Business Contracts
This page contains Amendment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Con...dition is satisfied with respect to such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the Administrator and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, 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. It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders.
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Huntington Funding, LLC contract
Variations of a "Amendment" Clause from Business Contracts
Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuing Entity, Administrator, Indenture Trustee and the Trustee without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee any Certificateholder or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to the Indenture Trustee to the effect that such amendment will not material...ly and adversely affect the interests of the Noteholders; Noteholders or the Certificateholders; or (ii) the Administrator delivers an Officer's Certificate of the Administrator to the Indenture Trustee to the effect that such amendment will not materially or adversely affect the interests of the Noteholders or the Certificateholders. An amendment shall be deemed not to adversely affect in any material respect the interests of any Noteholders of a Class of Notes if the Rating Agency Condition is has been satisfied with respect to such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to for such amendment. (b) Class of Notes. This Agreement may also be amended from time to time by the Issuing Entity, the Administrator and the Indenture Trustee, Trustee with the written consent of (w) the Holders of Trustee, (x) Noteholders holding Notes evidencing not less than a majority of the Outstanding Note Balance and (y) the Certificateholders holding in the aggregate more than 50% of the Controlling Class, beneficial interest in the Issuing Entity at the time of such amendment, 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. Certificateholders; provided, however, that no 10 such amendment shall: (i) reduce the interest rate or principal of any Note, or delay the Class Final Maturity Date of any Note or (ii) reduce the aforesaid percentage of the Holders of Notes and Certificates that are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Certificates. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Depositor, which permission shall not be unreasonably withheld. Promptly after the execution of any such amendment or consent (or, in the case of the Rating Agencies, prior thereto), the Administrator shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Trustee, the Indenture Trustee and each of the Rating Agencies. It will shall not be necessary for the consent of the Certificateholders or the Noteholders or Certificateholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it will shall be sufficient if such consent approves shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant Notwithstanding anything herein to the Note Depository Agreement. (c) Prior to contrary (other than as provided in the execution following paragraph), any term or provision of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of Certificateholders, the Noteholders and all of or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the Certificateholders. future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Noteholder or Certificateholder or any other Person Person, subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Officer's Certificate or Opinion of Counsel or an Officer's Certificate to... the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and amendment; provided, however, that in the event any Certificates are held by anyone other than the Administrator notifies or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in writing that addition, (i) the Rating Agency Condition is satisfied with respect Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment. amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended from time to time by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, Owner Trustee, for the purpose of adding any provisions to or modifying 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. Certificateholders with the consent of: (i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and 10 (Nissan 2014-A Administrative Agreement) (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders.
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Noteholder or Certificateholder or any other Person Person, subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Officer's Certificate or Opinion of Counsel or an Officer's Certificate to... the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and amendment; 8 (Nissan 2016-B Administration Agreement) provided, however, that in the event any Certificates are held by anyone other than the Administrator notifies or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in writing that addition, (i) the Rating Agency Condition is satisfied with respect Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment. amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended from time to time by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, Owner Trustee, for the purpose of adding any provisions to or modifying 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. Certificateholders with the consent of: (i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders.
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Noteholder or Certificateholder or any other Person Person, subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Officer's Certificate or Opinion of Counsel or an Officer's Certificate to... the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and amendment; 8 (Nissan 2016-A Administration Agreement) provided, however, that in the event any Certificates are held by anyone other than the Administrator notifies or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in writing that addition, (i) the Rating Agency Condition is satisfied with respect Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment. amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended from time to time by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, Owner Trustee, for the purpose of adding any provisions to or modifying 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. Certificateholders with the consent of: (i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders.
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Noteholder or Certificateholder or any other Person Person, subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Officer's Certificate or Opinion of Counsel or an Officer's Certificate to... the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and amendment; 8 (Nissan 2016-C Administration Agreement) provided, however, that in the event any Certificates are held by anyone other than the Administrator notifies or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in writing that addition, (i) the Rating Agency Condition is satisfied with respect Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment. amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended from time to time by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, Owner Trustee, for the purpose of adding any provisions to or modifying 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. Certificateholders with the consent of: (i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders.
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Noteholder or Certificateholder or any other Person Person, subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Officer's Certificate or Opinion of Counsel or an Officer's Certificate to... the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such amendment and amendment; provided, however, that in the event any Certificates are held by anyone other than the Administrator notifies or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in writing that addition, (i) the Rating Agency Condition is satisfied with respect Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment. amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (b) This Agreement may also be amended from time to time by the Administrator Issuer, the Administrator, and the Indenture Trustee, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, Owner Trustee, for the purpose of adding any provisions to or modifying 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. Certificateholders with the consent of: 10 (Nissan 2014-B Administration Agreement) (i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and (ii) the Holders of the Certificates evidencing a majority of the Certificate Balance. It will shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders.
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Amendment. (a) Any term or provision of this This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, and without the consent of any of the Indenture Trustee, Noteholders or the Certificateholders, to cure any Noteholder, ambiguity, to correct or supplement any provisions in this Agreement or for the Issuer, purpose of adding any provisions to or changing in any manne...r or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to and the Indenture Trustee to the effect certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interests interest of the Noteholders; any Noteholder or (ii) the Rating Agency Condition is has been satisfied with in respect to of such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such proposed amendment. (b) This Agreement may also be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Note Balance outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, 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 Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11 (except as described in the Certificateholders. last sentence of this paragraph) may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the 11 consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the Noteholders or the Certificateholders, for the purpose of conforming the provisions in this Agreement to the descriptions thereof contained in the prospectus, dated February 23, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder and each of the Rating Agencies. It will shall not be necessary for the consent of the Certificateholders, the Noteholders or Certificateholders the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it will shall be sufficient if such consent approves shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders will shall be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) prescribe. Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations immunities under this Agreement, the Transaction Documents Agreement or otherwise. (e) Notwithstanding subsection (a) The fees and expenses of this Section 12, this Agreement may only the Owner Trustee in connection with any amendment or supplement hereto shall be amended paid by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. Administrator.
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Amendment. (a) Any term or provision of this This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, and without the consent of any of the Indenture Trustee, Noteholders or the Certificateholders, to cure any Noteholder, ambiguity, to correct or supplement any provisions in this Agreement or for the Issuer, purpose of adding any provisions to or changing in any manne...r or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to and the Indenture Trustee to the effect certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interests interest of the Noteholders; any Noteholder or (ii) the Rating Agency Condition is has been satisfied with in respect to of such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such proposed amendment. (b) This Agreement may also be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Note Balance outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, 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 Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11 (except as described in the Certificateholders. last sentence of this paragraph) may (x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the 11 consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the Noteholders or the Certificateholders, for the purpose of conforming the provisions in this Agreement to the descriptions thereof contained in the prospectus, dated May 2, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder and each of the Rating Agencies. It will shall not be necessary for the consent of the Certificateholders, the Noteholders or Certificateholders the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it will shall be sufficient if such consent approves shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders will shall be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) prescribe. Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations immunities under this Agreement, the Transaction Documents Agreement or otherwise. (e) Notwithstanding subsection (a) The fees and expenses of this Section 12, this Agreement may only the Owner Trustee in connection with any amendment or supplement hereto shall be amended paid by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. Administrator.
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Amendment. (a) Any term or provision of this This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, and without the consent of any of the Indenture Trustee, Noteholders or the Certificateholders, to cure any Noteholder, ambiguity, to correct or supplement any provisions in this Agreement or for the Issuer, purpose of adding any provisions to or changing in any manne...r or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that either (i) an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel or an Officer's Certificate to and the Indenture Trustee to the effect certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interests interest of the Noteholders; any Noteholder or (ii) the Rating Agency Condition is has been satisfied with in respect to of such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such proposed amendment. (b) This Agreement may also be amended from time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee and, if the interests of the Noteholders are materially and adversely affected, with the consent of the Holders of Notes evidencing not less than at least a majority of the Outstanding Note Balance outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, 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 Certificateholders under this Agreement. No amendment otherwise permitted under this Section 11 (except as described in the Certificateholders. last sentence of this paragraph) may (x) increase or reduce in any manner the amount of, or 11 accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of any Noteholders or Certificateholders without the consent of all Noteholders and Certificateholders adversely affected thereby, or (y) reduce the percentage of the Notes or Certificates which are required to consent to any such amendment without the consent of the Noteholders and Certficateholders adversely affected thereby; provided, that any amendment referred to in clause (x) or (y) above shall be deemed to not adversely affect any Noteholder if the Rating Agency Condition has been satisfied in respect of such proposed amendment. No amendment referred to in clause (x) in the immediately preceding sentence shall be permitted unless an Officer's Certificate shall have been delivered by the Servicer to the Owner Trustee and the Indenture Trustee certifying that such officer reasonably believes that such proposed amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder whose consent was not obtained. Notwithstanding the immediately preceding two sentences, this Agreement may also be amended by the parties hereto, without the consent of the Noteholders or the Certificateholders, for the purpose of conforming the provisions in this Agreement to the descriptions thereof contained in the prospectus, dated August 1, 2016, related to the offering of the Notes. Promptly after the execution of any such amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to the Certificateholder and each of the Rating Agencies. It will shall not be necessary for the consent of the Certificateholders, the Noteholders or Certificateholders the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it will shall be sufficient if such consent approves shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and the Certificateholders will shall be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, the Administrator shall provide written notification of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. (d) prescribe. Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations immunities under this Agreement, the Transaction Documents Agreement or otherwise. (e) Notwithstanding subsection (a) The fees and expenses of this Section 12, this Agreement may only the Owner Trustee in connection with any amendment or supplement hereto shall be amended paid by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. Administrator.
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Amendment. (a) Any term or provision of this Agreement may be amended by the Administrator without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee Issuer or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator or the Servicer delivers an Officer's Certificate or an Opinion of Counsel or an Officer's Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interest...s of the Noteholders; Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment amendment. Without limiting the foregoing and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect subject to such amendment. clause (b) This below, any term or provision of this Agreement may also be amended from time to time by the 7 VALT 2015-A Administration Agreement Administrator and the Indenture Trustee, with the consent of the Holders of Notes Noteholders evidencing not less than a majority of the Outstanding Note Balance Amount, voting as a single Class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Controlling Class, for Certificateholders, the purpose of adding any provisions to Indenture Trustee or changing in any manner or eliminating any the Owner Trustee shall require the prior written consent of the provisions of this Agreement or of modifying in any manner the rights Persons whose interests are materially and adversely affected. The consent of the Noteholders Certificateholders or the Certificateholders. Issuer shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (b) It will shall not be necessary for the consent of Noteholders or Certificateholders any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or consent, amendment, but it will shall be sufficient if such consent approves Person consents to the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be 7 subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. (c) Prior to the execution of any amendment pursuant to this Section 12, Agreement, the Administrator shall provide each Rating Agency with written notification notice of the substance of such amendment to each Rating Agency and the Owner Trustee; and promptly amendment. No later than 10 Business Days after the execution of any such amendment, amendment to this Agreement, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Issuer, the Owner Trustee and the Indenture Trustee; provided, that no amendment pursuant to this Section 12 shall be effective which materially and adversely affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person. Trustee. (d) Prior to the execution of any amendment to this Agreement, the Issuer, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer's Certificate of the Depositor or the Administrator that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which materially and adversely affects the Owner Trustee's or the Indenture Trustee's, as applicable, own rights, privileges, indemnities, duties or obligations immunities under this Agreement, the Transaction Documents or otherwise. (e) Notwithstanding subsection (a) of this Section 12, this Agreement may only be amended by the Administrator if (i) the Majority Certificateholders consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer's Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders. (f) Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as a grantor trust under the Code, no amendment shall be made to this Agreement that would (i) result in a variation of the investment of the beneficial owners of the Certificates for purposes of the United States Treasury Regulation section 301.7701-4(c) without the consent of Noteholders evidencing at least a majority of the Outstanding Note Balance of the Controlling Class and the Majority Certificateholders or (ii) cause the Issuer (or any part thereof) to be classified as other than a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code without the consent of all of the Noteholders and all of the Certificateholders. Agreement.
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