Common use of Amendment; Waiver of Past Defaults Clause in Contracts

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided that (i) the Transferors shall have delivered to the Trustee Officer’s Certificates of the Transferors, dated the date of any such amendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided that (i) the Transferors shall have delivered to the Trustee Officer’s 's Certificates of the Transferors, dated the date of any such amendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; , provided that (i) an Opinion of Counsel for the Transferors shall have Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee Officer’s Certificates of the TransferorsTrustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate, dated the date of any such Amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (iiiii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; , provided that (i) an Opinion of Counsel for the Transferors shall have Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee Officer’s Certificates of the TransferorsTrustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate, dated the date of any such Amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (iiiii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof.