This example Amendment clause appears in
2 contracts
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Amendment. Any term or provision of this Agreement may be amended by the Issuing Entity, Administrator, Indenture Trustee and the Trustee without the consent of any Noteholder, any Certificateholder or any other Person subject to the satisfaction of one of the following conditions: (i) the Administrator delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or the Certificateholders; or (ii) the Adm...inistrator 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 has been satisfied with respect to such amendment for such Class of Notes. This Agreement may also be amended from time to time by the Issuing Entity, the Administrator and the Indenture Trustee with the written consent of (w) the Trustee, (x) Noteholders holding Notes evidencing not less than a majority of the Note Balance and (y) the Certificateholders holding in the aggregate more than 50% of the 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; 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 shall not be necessary for the consent of the Certificateholders or the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything herein to the contrary (other than as provided in the following paragraph), any term or provision of this Agreement may be amended by the Administrator without the consent of the Certificateholders, the Noteholders 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 future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied.View More
