Amendments to the Transfer Agreement. The Seller shall not, without the prior written consent of the Agent, (i) cancel or terminate the Transfer Agreement, (ii) give any consent, waiver, directive or approval under the Transfer Agreement, (iii) waive any default, action, omission or breach under the Transfer Agreement, or otherwise grant any indulgence thereunder, (iv) terminate any Sub-Servicer under the Transfer Agreement, or (v) amend, supplement or otherwise modify any of the terms of the Transfer Agreement.
Amendments to the Transfer Agreement. The following amendment is made to the Transfer Agreement:
(a) Section 6.1(a)(i)(a) of the Transfer Agreement is hereby amended and restated in its entirety as follows:
(a) Within ninety (90) days after the close of the SPV’s and the Performance Guarantor’s fiscal years, (A) unaudited financial statements, prepared in accordance with GAAP on a consolidated basis for the SPV and (B) audited financial statements, prepared in accordance with GAAP on a consolidated basis for the Performance Guarantor and its Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows; provided that the audited financial statements for the Performance Guarantor and its Subsidiaries shall be accompanied by an unqualified audit report certified by independent registered public accountants of national or regional recognition, acceptable to the Agent, prepared in accordance with GAAP and by a certificate of said accountants that, in the course of the foregoing, they have obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the opinion of such accountants, any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof, and”
Amendments to the Transfer Agreement. The following amendments are made to the Transfer Agreement:
(a) The definition of “Class Facility Limit” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Transfer Agreement the Servicing Agreement, the Asset Representations Review Agreement.
(a) By their acceptance of a Note, the Noteholders acknowledge that the Transferor, the Servicer and the Issuer, as applicable, may amend the Transfer Agreement and the Servicing Agreement, as applicable, without the consent of the any Noteholder, so long as the provisions of the Transfer Agreement or the Servicing Agreement, as applicable, are complied with.
(b) By their acceptance of a Note, the Noteholders acknowledge that the Transferor, the Servicer, WFBNA and the Asset Representations Reviewer may amend the Asset Representations Review Agreement, including the content of any Exhibit to the Asset Representations Review Agreement, without the consent of any Noteholder so long as such amendment shall not have an Adverse Effect, and is not reasonably expected by the Transferor to have an Adverse Effect at any time in the future on any Noteholder whose consent has not been obtained (as evidenced by an Officer’s Certificate of the Transferor delivered to WFBNA, the Servicer, and the Indenture Trustee).
Amendments to the Transfer Agreement. With effect from the date of this Amendment Agreement, the Transfer Agreement shall be amended as follows:
2.1 In respect of clause 8.3, the clause shall be deleted in its entirety and replaced with the following clause:
8.3 Telewest UK hereby irrevocably directs the Vendor, and the Vendor hereby acknowledges such direction, to apply the Expenses Fund held by it pursuant to clause 8.2 above as follows:
(a) to pay on demand such sums as the Vendor Liquidators may from time to time require in respect or on account of their remuneration, expenses and disbursements (together, in each case, with any VAT thereon) properly incurred in contemplation of, or in relation to, the winding up of the Vendor, subject only to the presentation to Telewest UK of the Vendor Liquidators' invoices (provided that such invoices are rendered in accordance with any resolution passed by the shareholders of the Vendor in respect of the Vendor Liquidators' remuneration in accordance with Rule 4.148A of the Insolvency Rules 1986);
(b) to pay on demand such sums as the Telewest Jersey Liquidators may from time to time require in respect or on account of their remuneration, expenses and disbursements (together, in each case, with any VAT or other applicable sales tax thereon) properly incurred in contemplation of, or in relation to, the winding up of Telewest Jersey, subject only to the presentation to Telewest UK of the Telewest Jersey Liquidators' invoices (provided that such invoices are rendered in accordance with any resolution passed by the shareholders of Telewest Jersey in respect of the Telewest Jersey Liquidators' remuneration in accordance with Article 153 of the Jersey Act);
(c) to pay on demand such sums as the Creditor Beneficiaries may from time to time require in respect of any costs and expenses owed to such persons by the Vendor or Telewest Jersey (or TCN or Telewest Limited to the extent that any relevant contract with any of the professional advisers or other persons listed in Schedule 6 is either with or has been novated to either of them) subject only to the presentation to Telewest UK and the Vendor or Telewest Jersey (as the case may be) of invoices (provided that such invoices are accompanied by evidence reasonably satisfactory to Telewest UK and the Vendor or Telewest Jersey (as the case may be) that any such costs and expenses are reasonable and have been properly incurred by the relevant Creditor Beneficiary submitting the invoice and that the Vendor, Telewest...
Amendments to the Transfer Agreement. The following amendments are made to the Transfer Agreement:
(a) The definition of “Alternate Investors” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Transfer Agreement. The following amendments are made to the Transfer Agreement:
(a) The definition of “Class Termination Date” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Transfer Agreement. The following amendments are made to the Transfer Agreement:
(a) The definition of “Alternate Rate” in Section 2.4 of the Transfer Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Transfer Agreement. The following amendment is made to the Transfer Agreement:
(a) Section 6.1(a)(i)(a) of the Transfer Agreement is hereby amended and restated in its entirety as follows:
(a) Within ninety (90) days after the close of the SPV’s and the Performance Guarantor’s fiscal years, (A) unaudited financial statements, prepared in accordance with GAAP on a consolidated basis for the SPV and (B) audited financial statements, prepared in accordance with GAAP on a consolidated basis for the Performance Guarantor and its Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows; provided that the audited financial statements for the Performance Guarantor and its Subsidiaries shall be accompanied by an unqualified audit report certified by independent registered public accountants of national or regional recognition, acceptable to the Agent, prepared in accordance with GAAP, and”
(b) The first sentence of Section 6.1(a)(ii) of the Transfer Agreement is hereby amended and restated in its entirety as follows: “Within forty five (45) days after the close of the first three quarterly periods of each of the SPV’s, the Seller’s, the Servicer’s and the Performance Guarantor’s fiscal years, for (a) the SPV, the Seller and the Servicer and (b) for Performance Guarantor and its Subsidiaries, in each case, consolidated unaudited balance sheets as at the close of each such period and consolidated related statements of operations, shareholder’s equity and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Responsible Officer of the appropriate entity.”
(c) Section 6.1(a)(iii) of the Transfer Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Transfer Agreement. Upon the Effective Date (as defined in Section 6 below), the Transfer Agreement is hereby amended as follows:
a. Amendment to Annex W. Annex W is hereby amended by deleting the definition of "CEF Lease Facility" in its entirety and substituting the following in lieu thereof:
