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

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. This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental SecurityCertificate, 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 SecurityholdersCertificateholders, provided that (i) an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Securities Certificates 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.