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.
(b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is 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 and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate un...
Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (x) the issuance of a Supplemental Interest, (y) the addition of a Participation Interest to the Trust or (z) the designation of an Additional Transferor or Additional Account Owner) by the Servicer, the Transferors and the Trustee without the consent of any of the Certificateholders, provided that (i) each Transferor shall have delivered to the Trustee an Officer's Certificate to the effect that such Transferor reasonably believes that such action shall not adversely affect in any material respect the interests of any Investor Certificateholder and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided, however, that notwithstanding the fact that clauses (i) and (ii) of this Section 13.01(a) would otherwise apply, any amendment that significantly changes the permitted activities of the Trust described in Section 2.02(e) shall require the consent of the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of all outstanding Series.
(b) This Agreement or any Supplement may also be amended from time to time by the Servicer, the Transferors and the Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder (provided that any amendment of the terms of a Pay Out Event shall not be deemed to be within the scope of this clause (i)), (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Seri...
Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (i) adding covenants, restrictions or conditions of Transferor, such further covenants, restrictions or conditions as its Board of Directors and Trustee shall consider to be for the benefit or protection of the Investor Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Early Amortization Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to Trustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon Transferor, (iii) the issuance of a Supplemental Interest, (iv) the addition of a Participation Interest or receivables arising in VISA, MasterCard or any other type of open end revolving credit card account to the Trust, (v) the assumption by another entity, in accordance with the provisions of this Agreement, of Transferor's obligations hereunder, or (vi) the provision of additional Enhancement for the benefit of Holders of any Series) by Servicer, Transferor and Trustee without the consent of such Holders as provided for in the applicable Supplement, PROVIDED that (x) Transferor shall have delivered to Trustee an Officer's Certificate to the effect that Transferor reasonably believes that such action shall not adversely affect in any material respect the interests of any Investor Holder, (y) the Rating Agency Condition shall have been satisfied with respect to any such amendment and (z) a Tax Opinion is delivered in connection with any such amendment. The designation of additional or substitute Transferors or additional Credit Card Originators pursuant to SECTION 2.11 or 2.12 shall be subject to this SECTION 13.1 only to the extent that the supplement to this Agreement providing for such designation amends any of the terms of this Agreement.
(b) This Agreement or any Supplement may also be amended fr...
Amendment; Waiver of Past Defaults. 88 SECTION 13.02. Protection of Right, Title and Interest to Trust...........90 SECTION 13.03. Limitation on Rights of Certificateholders.................91 SECTION 13.04. GOVERNING LAW..............................................91 SECTION 13.05. Notices; Payments..........................................91 SECTION 13.06. Rule 144A Information......................................92 SECTION 13.07.
Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuing Entity, by a written instrument signed by each of them, without the consent of the Indenture Trustee, the Collateral Agent or any of the Noteholders; provided that (i) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificate, dated the date of any such amendment, stating that the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuing Entity at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (x) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Internal Revenue Code, and (y) to avoid the imposition of state or local income or franchise taxes on the Trust’s property or its income; provided, however, that (A) the Transferor delivers to the Indenture Trustee, the Owner Trustee and the Collateral Agent an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (B) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuing Entity by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements for off-balance sheet treatment that existed under SFAS 140 for the Collateral of the Issuing Entity. Any amendments regarding the addition or removal of Collateral Certificates or Receivables to or from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall be ...
Amendment; Waiver of Past Defaults. This Agreement may be amended from time to time by Chase USA and Chase Card Funding, by a written instrument signed by each of them, provided that such amendment shall not, as evidenced by an Officer’s Certificate from Chase USA, have an Adverse Effect. Any amendments regarding the addition or removal of Collateral Certificates or Receivables to or from Chase Card Funding as provided in Section 2.10 and Section 2.11, executed in accordance with the provisions hereof, shall be considered amendments to this Agreement. Prior notice of any amendments shall be provided to any Note Rating Agency.
Amendment; Waiver of Past Defaults. This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Security, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor and the Trustee, by a written instrument signed by each of them, without the consent of any of the Securityholders, provided that (i) an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Securities of the Transferor or the Servicer) is addressed and delivered to the Trustee, 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 Transferor reasonably believes that such amendment will not have an Adverse Effect and (iii) the Rating Agency Condition shall have been satisfied with respect to any such amendment.
Amendment; Waiver of Past Defaults. 47 Section 9.02. Protection of Right, Title and Interest to Trust.......................48 TABLE OF CONTENTS (cont'd)
Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate or to change the definition of Due Period) by the Servicer, the Sellers and the Trustee without the consent of any of the Certificateholders, provided that (i) such action shall not, as evidenced by an Opinion of Counsel for the Sellers, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder or
