Amendments Without Consent of Noteholders. This Agreement may be amended by the Grantor and the Grantor Trust Trustee without the consent of any of the Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document or with any description thereof in the Prospectus or the Certificate Private Placement Memorandum, (iii) to add to the covenants, restrictions or obligations of the Grantor or the Grantor Trust Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Grantor Trust Collateral and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.
Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes:
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes:
Amendments Without Consent of Noteholders. 68 Section 9.2 Amendments with Consent of Controlling Class. 69 Section 9.3 Execution of Amendments. 70 Section 9.4 Effect of Amendment 70 Section 9.5 Reference in Notes to Supplemental Indentures 70 Section 9.6 [Consent of Cap Counterparty 71 Section 9.7 Conformity with TIA 71 ARTICLE X REDEMPTION OF NOTES 71 Section 10.1 Redemption. 71 ARTICLE XI OTHER AGREEMENTS 72 Section 11.1 No Petition 72 Section 11.2 [Reserved]. 72 Section 11.3 Trust Orders; Certificates and Opinions. 73 Section 11.4 Acts of Noteholders 74 Section 11.5 Trust Obligation 74 Section 11.6 Conflict with Trust Indenture Act 75 Section 11.7 Regulation RR Risk Retention 75 ARTICLE XII MISCELLANEOUS 75 Section 12.1 Benefits of Indenture; Third-Party Beneficiaries 75 Section 12.2 Notices. 75 Section 12.3 GOVERNING LAW 76 Section 12.4 Submission to Jurisdiction 76 Section 12.5 WAIVER OF JURY TRIAL 77 Section 12.6 No Waiver; Remedies 77 Section 12.7 Severability 77 Section 12.8 Headings 77 Section 12.9 Counterparts 77 Section 12.10 Customer Identification Program 77 Section 12.11 [Limitation of Rights of the Cap Counterparty 77 Section 12.12 Intent of the Parties; Reasonableness 77 Section 12.13 Electronic Signatures 78 Section 12.14 [Class R Interest 78 Section 12.15 [No Set-off 79 ARTICLE XIII [THE CAP AGREEMENT] 79 Section 13.1 [Duties With Respect to the Cap Agreement 79 Section 13.2 Enforcement of Cap Agreement; Replacement Cap Agreement. 80 Exhibit B Servicing Criteria to be Addressed in Assessment of Compliance B-1 INDENTURE, dated as of [___], 20[_] (this “Indenture”), between VERIZON MASTER TRUST, a Delaware statutory trust, as issuer (the “Trust”), and [_____], a [national banking association], as indenture trustee for the benefit of the Series [_]-[_] Secured Parties (in such capacity, the “Indenture Trustee”) and as note paying agent (in such capacity, the “Note Paying Agent”). The Trust, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as master collateral agent (the “Master Collateral Agent”), Cellco Partnership d/b/a Verizon Wireless, as servicer (the “Servicer”), and the Creditor Representatives from time to time party thereto entered into the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended, pursuant to which the Trust granted a security interest in the Receivables and its other assets to the Master Collateral Agent to secure the obligations of the Trust under this Indenture and other Trus...
Amendments Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes or any other Person but with the consent of the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, and with prior notice to the Note Rating Agency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect may amend this Indenture for any of the following purposes:
Amendments Without Consent of Noteholders. (a) Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with the prior written consent of the Insurer (for so long as the Insurer is the Controlling Party) and with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Insurer (for so long as it is the Controlling Party), for any of the following purposes:
Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders but with the prior written consent of the Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee, the Owner Trustee and the Insurer (so long as no Insurer Default has occurred and is continuing), for any of the following purposes:
Amendments Without Consent of Noteholders. Without the consent of the Noteholders but with prior written notice to the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Indenture Trustee and the Owner Trustee, for any of the following purposes: to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 2001-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 2001-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 2001-1 Supplement additional property; to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 2001-1 Supplement; provided that such action shall not adversely affect the interests of the Series 2001-1 Noteholders; to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 2001-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or to modify, eliminate or add to the provisions of the Indenture or of this Series 2001-1 Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Indentu...
Amendments Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and with prior notice to the Note Rating Agency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect, may amend this Indenture for any of the following purposes:
Amendments Without Consent of Noteholders. 50 Section 10.2. Amendments with Consent of Noteholders and Third Parties........ 51 Section 10.3.
