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

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (v) the issuance of a Supplemental Certificate, (w) the addition of Participation Interests to the Trust, (x) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunder, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor and the Trustee without the consent of any of the Certificateholders; provided that (i) the Transferor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s Certificate of the Transferor stating that the Transferor reasonably believes that such amendment will not based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders, (iii) in the case of an amendment relating to the assumption by the Assuming Entity of a Transferor’s obligation, all other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trust.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (v) the issuance of a Supplemental Certificate, (w) the addition of Participation Interests to the Trust, (x) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunder, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor Transferor, the Administrator and the Trustee 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 CertificateholdersNoteholders; provided that (i) the Transferor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor shall have delivered to the Indenture Trustee and each provider of Series Enhancement the Owner Trustee an Officer’s Certificate Certificate, dated the date of the Transferor any such amendment, stating that the Transferor reasonably believes that such amendment will not based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders, (iii) in the case of an amendment relating to the assumption by the Assuming Entity of a Transferor’s obligation, all other conditions to such assumption specified herein shall have been satisfied Adverse Effect and (ivii) the conditions set forth in Section 13.02(d) 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 further that an amendment pursuant in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall be considered amendments to this Section 13.01(aAgreement; provided, however, that such amendments shall be exempt from the requirements described in subsections 12.01(a) shall not effect a significant change in the Permitted Activities of the Trustand (b).

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (v) by the issuance of a Supplemental Certificate, (w) the addition of Participation Interests to the Trust, (x) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunder, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor Issuer and the Trustee Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment. Additionally, notwithstanding any provision of this Article VII to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment. Notwithstanding any other provision of this Article VII, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Transferor, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each provider case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of Series Enhancement (x) an Officer’s Certificate of the Transferor stating Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not based have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the facts known Securities Act, and (y) an Issuer Tax Opinion with respect to such officer at amendment and, to the time extent a Collateral Certificate is included in the Trust Assets, a Master Trust Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Issuer shall have provided 10 Business Days’ prior written notice of the substance of such certification, have a material adverse effect on the interests amendment to each Note Rating Agency. A copy of the Certificateholders, (iii) in the case of an any amendment relating to the assumption by the Assuming Entity of a Transferor’s obligation, all other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that an amendment this Agreement pursuant to this Section 13.01(asubsection (a) shall be sent to each Note Rating Agency. Any amendments regarding the addition or removal of Receivables or Collateral Certificates from the Trust as provided herein, executed in accordance with the provisions hereof, shall not effect a significant change in be considered amendments to this Agreement for the Permitted Activities purpose of the Trustsubsections 7.1(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (v) the issuance of a Supplemental Certificate, (w) the addition of Participation Interests to the Trust, (x) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s 's obligations hereunder, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor and the Trustee without the consent of any of the Certificateholders; provided that (i) the Transferor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s 's Certificate of the Transferor stating that the Transferor reasonably believes that such amendment will not based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders, (iii) in the case of an amendment relating to the assumption by the Assuming Entity of a Transferor’s 's obligation, all other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trust.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (v) the issuance of a Supplemental Certificate, (w) the addition of Participation Interests to the Trust, (x) the designation of an Additional TransferorSeller, (y) the assumption by an Assuming Entity of the Transferor’s a Seller's obligations hereunder, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor Sellers and the Trustee without the consent of any of the Certificateholders; provided that (i) the Transferor Sellers shall have received written -------- notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor Seller shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s 's Certificate of the Transferor such Seller stating that the Transferor such Seller reasonably believes that such amendment will not based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders, (iii) in the case of an amendment relating to the assumption by the Assuming Entity of a Transferor’s obligation, Seller's obligation or all other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that ---------------- an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trust.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (vw) the issuance of a Supplemental Certificate, Certificate (wx) the addition of Participation Interests to the Trust, (xy) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunderDepositor, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor Depositor and the Trustee without the consent of any of the Certificateholders; , provided that (i) the Transferor Depositor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, Trustee and (ii) if such amendment relates realities to the provision of additional Series Enhancement for or any Series, each Transferor the Depositor shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s 's Certificate of the Transferor Depositor stating that the Transferor Depositor reasonably believes that such amendment will not not, based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders. Notwithstanding the foregoing, (iii) in this Agreement may be amended without the case consent of an amendment relating to Certificateholders, any Series Enhancer and without the assumption by approval of any Rating Agency, for the Assuming Entity purpose of a Transferor’s obligationcorrecting typographical errors, all clarifying ambiguities and other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trustsimilar modifications.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (vw) the issuance of a Supplemental Certificate, Certificate (wx) the addition of Participation Interests to the Trust, (xy) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunderDepositor, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor Depositor and the Trustee without the consent of any of the Certificateholders; , provided that (i) the Transferor Depositor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect satisfy the Rating Agency Condition and shall have delivered copies of each such written notice to the Servicer and the Trustee, Trustee and (ii) if such amendment relates realities to the provision of additional Series Enhancement for or any Series, each Transferor the Depositor shall have delivered to the Trustee and each provider -86- 92 of Series Enhancement an Officer’s 's Certificate of the Transferor Depositor stating that the Transferor Depositor reasonably believes that such amendment will not not, based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders. Notwithstanding the foregoing, (iii) in this Agreement may be amended without the case consent of an amendment relating to Certificateholders, any Series Enhancer and without the assumption by approval of any Rating Agency, for the Assuming Entity purpose of a Transferor’s obligationcorrecting typographical errors, all clarifying ambiguities and other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trustsimilar modifications.

Amendment; Waiver of Past Defaults. (a) This ---------------------------------- Agreement or any Supplement may be amended from time to time (including in connection with (vw) the issuance of a Supplemental Certificate, Certificate (wx) the addition of Participation Interests to the Trust, (xy) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunderDepositor, or (z) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferor Depositor and the Trustee without the consent of any of the Certificateholders; , provided that (i) the Transferor Depositor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, Trustee and (ii) if such amendment relates realities to the provision of additional Series Enhancement for or any Series, each Transferor the Depositor shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s 's Certificate of the Transferor Depositor stating that the Transferor Depositor reasonably believes that such amendment will not not, based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders. Notwithstanding the foregoing, (iii) in this Agreement may be amended without the case consent of an amendment relating to Certificateholders, any Series Enhancer and without the assumption by approval of any Rating Agency, for the Assuming Entity purpose of a Transferor’s obligationcorrecting typographical errors, all clarifying ambiguities and other conditions to such assumption specified herein shall have been satisfied and (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trustsimilar modifications.