Common use of Amendment, Etc Clause in Contracts

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement Transaction SUBI Supplement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction 1999-1A Sold SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction 1999-1A Sold SUBI Portfolio and the Transaction 1999-1A Sold SUBI Certificate Portfolio, may be amended only in accordance with this Section 13.114.1. (b) Any term The Origination Trust Agreement or provision this 1999-1A Sold SUBI Supplement may be amended by SPV with the consent of the Origination Trustees, but without the consent of any other Person, to correct any inconsistency or cure any ambiguity or errors in the Origination Trust Agreement or this Transaction 1999-1A Sold SUBI Supplement only in a manner which would have no adverse effect on any holder of the 1999-1A Sold SUBI Certificate or any pledgee or assignee thereof. (c) The Origination Trust Agreement or this 1999-1A Sold SUBI Supplement may be amended in any respect from time to time by the Initial BeneficiarySPV, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority the Origination Trustees (to the extent adversely affected thereby) and the holder of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially 1999-1A Sold SUBI Certificate and adversely affects the interests of the Origination Trustees, the Indenture Trustee each pledgee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentassignee thereof. (d) It shall not be necessary for Prior to the consent execution of any Person pursuant such amendment or consent, the Servicer shall furnish at least five (5) Business Days prior written notification of the substance of such amendment or consent (together with a copy of the related Opinion of Counsel) to this Section for each Rating Agency with respect to each Series of Investor Notes and each series of Preferred Membership Interests; provided that the Servicer shall have no obligation to furnish any such Person to approve Rating Agency with prior written notice of the particular form substance of any proposed amendment, but it shall be sufficient if such Person consents amendment or consent to the substance thereofOrigination Trust Agreement. No later than ten (10) Business Days after the execution of any such amendment or consent, the Servicer shall furnish a copy of such amendment or consent to each Rating Agency with respect to each Series of Investor Notes and each series of Preferred Membership Interests, the Issuer and the Indenture Trustee. (e) Prior to the execution of any amendment to the Origination Trust Agreement or this Transaction 1999-1A Sold SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee Issuer and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction 1999-1A Sold SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction 1999-1B Sold SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction 1999-1B Sold SUBI Portfolio and the Transaction 1999-1B Sold SUBI Certificate Portfolio, may be amended only in accordance with this Section 13.114.1. (b) Any term The Origination Trust Agreement or provision this 1999-1B Sold SUBI Supplement may be amended by SPV with the consent of the Origination Trustees, but without the consent of any other Person, to correct any inconsistency or cure any ambiguity or errors in the Origination Trust Agreement or this Transaction 1999-1B Sold SUBI Supplement only in a manner which would have no adverse effect on any holder of 1999-1B Sold SUBI Certificate or any pledgee or assignee thereof. (c) The Origination Trust Agreement or this 1999-1B Sold SUBI Supplement may be amended in any respect from time to time by the Initial BeneficiarySPV, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority the Origination Trustees (to the extent adversely affected thereby), each holder of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially 1999-1B Sold SUBI Certificates and adversely affects the interests of the Origination Trustees, the Indenture Trustee each pledgee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentassignee thereof. (d) It shall not be necessary for Prior to the consent execution of any Person pursuant such amendment or consent, the Servicer shall furnish at least five (5) Business Days prior written notification of the substance of such amendment or consent (together with a copy of the related Opinion of Counsel) to this Section for each Rating Agency with respect to each Series of Investor Notes and each series of Preferred Membership Interests; provided that the Servicer shall have no obligation to furnish any such Person to approve Rating Agency with prior written notice of the particular form substance of any proposed amendment, but it shall be sufficient if such Person consents amendment or consent to the substance thereofOrigination Trust Agreement. No later than ten (10) Business Days after the execution of any such amendment or consent, the Servicer shall furnish a copy of such amendment or consent to each Rating Agency with respect to each Series of Investor Notes and each series of Preferred Membership Interests, the Issuer and the Indenture Trustee. (e) Prior to the execution of any amendment to the Origination Trust Agreement or this Transaction 1999-1B Sold SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee Issuer and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction 1999-1B Sold SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ACOLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 2013-SN1 and the Transaction SUBI Certificate Series 2013-SN1 Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ACOLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ACOLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ACOLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ACOLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ACOLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 2013-SN1 Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ACOLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ACOLT Certificateholder (if the ACOLT Certificateholder is materially adversely affected thereby).

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ACOLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 2014-SN1 and the Transaction SUBI Certificate Series 2014-SN1 Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ACOLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ACOLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ACOLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ACOLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ACOLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 2014-SN1 Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ACOLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ACOLT Certificateholder (if the ACOLT Certificateholder is materially adversely affected thereby).

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ACOLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 2014-SN2 and the Transaction SUBI Certificate Series 2014-SN2 Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ACOLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ACOLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ACOLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ACOLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ACOLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 2014-SN2 Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ACOLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ACOLT Certificateholder (if the ACOLT Certificateholder is materially adversely affected thereby).

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject Subject to clause (cb) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. The consent of the Certificateholders shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction SUBI Supplement may be amended by the Initial Beneficiary without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (ef) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (fg) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ACOLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 2012-SN1 and the Transaction SUBI Certificate Series 2012-SN1 Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ACOLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ACOLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ACOLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ACOLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ACOLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 2012-SN1 Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ACOLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ACOLT Certificateholder (if the ACOLT Certificateholder is materially adversely affected thereby).

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ACOLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 2015-SN1 and the Transaction SUBI Certificate Series 2015-SN1 Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ACOLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ACOLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ACOLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ACOLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ACOLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 2015-SN1 Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ACOLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ACOLT Certificateholder (if the ACOLT Certificateholder is materially adversely affected thereby).

Amendment, Etc. OF MATERIAL DOCUMENTS AND PAYMENTS IN RESPECT OF INDEBTEDNESS. (a) Notwithstanding Section 9.1 After the issuance or incurrence thereof, amend, restate, supplement or otherwise modify (or permit the amendment, restatement, supplement or modification of (including any waivers of or any agreement to forebear from exercising any rights under)) the terms of any Indebtedness in a principal amount (individually or, with respect to Indebtedness due to the same lender or group of lenders in a series of related transactions, in the aggregate) in excess of the Origination Trust AgreementThreshold Amount (including, without limitation, pursuant to any agreement or agreements pursuant to which such Indebtedness may be refinanced, restructured, renewed, extended, refunded or replaced (such agreement or agreements being "Refinancing Agreements") but, in any case, excluding Indebtedness under this Agreement and the other Senior Loan Documents) unless: (i) such documents, as so amended, restated, supplemented or otherwise modified (including, in connection with any such waiver or forbearance) or such Refinancing Agreements: (A) contain only terms which (1) extend the date or reduce the amount of any required repayment, prepayment or redemption of the principal of such Indebtedness, (2) reduce the rate or extend the date for payment of the interest, premium (if any) or fees payable on such Indebtedness; provided, however, that if during the period from the Closing Date to the date of any proposed change to the definition of "Applicable Rate" under the Second Lien Loan Agreement the Applicable Rate hereunder on Tranche B Term Loans has been increased, then the Applicable Rate under the Second Lien Loan Agreement may also be increased by an aggregate amount not to exceed the aggregate increase to the Applicable Rate hereunder during such period, (3) make the covenants, events of default or remedies relating to such Indebtedness, taken as a whole, less restrictive on the Loan Parties or (4) otherwise contain terms (including, in the case of the Senior Subordinated Loan Documents and any Permitted Additional Subordinated Debt Documents, the Origination Trust Agreementsubordination provisions thereof) which, taken as a whole, are as or more favorable to the interests of the Loan Parties, the Senior Lenders and the L/C Issuer than those in effect before giving effect to such amendment, restatement, supplement, modification or waiver or such Refinancing Agreements; and (B) in the case of (1) any Second Lien Obligations, such documents, as so amended, supplemented or otherwise modified, or such Refinancing Agreements, shall be subject to, and consistent with, the requirements of the Intercreditor Agreement; and (2) any Second Lien Obligations or any Senior Subordinated Obligations, such documents as so amended, supplemented or otherwise modified, or such Refinancing Agreements, shall 121 continue to contain definitions for defined terms which are defined in this Agreement and in the other Senior Loan Documents by this Transaction SUBI Supplementreference to such terms; (ii) no Default shall have occurred and be continuing or would result; and (iii) the Loan Party Representative shall have delivered copies of any such amendment, restatement, supplement or other modification or such Refinancing Agreements, together with a certificate of a Responsible Officer of the Loan Party Representative comparing the material terms and conditions of such documents, as so amended, supplemented or otherwise modified, or such Refinancing Agreement to the extent comparable terms thereof immediately before giving effect to such amendment, restatement, supplement or other modification or such Refinancing Agreements (based on the review of all such documents by the Loan Party Representative without the necessity of obtaining any third-party review of such documents) and certifying that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1foregoing conditions are satisfied. (b) Any term Cancel or provision terminate any Material Document or consent to or accept any cancellation or termination thereof by any Consolidated Party, amend or modify (or permit the amendment or modification of (including any waivers of)), any Material Document (other than amendments or modifications of the Origination Trust Agreement terms of Indebtedness permitted under Section 7.07(a) or this Transaction SUBI Supplement may be amended by the Initial BeneficiaryOrganization Documents permitted under Section 7.07(c)), without the consent of waive any default under or breach any Material Document, or take any other Person subject action in connection with any Material Document, unless, in each case, any such cancellation, termination, amendment or modification, or consent, waiver or approval thereunder, is not adverse in any material respect to satisfaction of one of the following conditions: (i) the Initial Beneficiary Consolidated Parties or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause Senior Lenders. (c) belowAmend their Organization Documents, unless, in each case, any term or provision of this Agreement may be amended by such amendment is not adverse in any material respect to the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single classSenior Lenders. Notwithstanding the foregoing, any amendment that materially and adversely affects Consolidated Party may amend or modify its Organization Documents to change its name or form of legal organization so long as it shall have given the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the Senior Administrative Agent thirty days prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder notice of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentchange. (d) It shall not be necessary for Make any payment in contravention of the consent terms of any Person pursuant subordination with respect to this Section for such Person any Indebtedness; or permit any Indebtedness (other than the Senior Obligations and the Second Lien Obligations) to approve constitute "Designated Senior Indebtedness" (or any similar term) under the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice subordination provisions of the substance of such amendment. No later than 10 Business Days after the execution of Senior Subordinated Loan Documents or any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture TrusteePermitted Additional Subordinated Debt Documents. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. OF MATERIAL DOCUMENTS AND PAYMENTS IN RESPECT OF INDEBTEDNESS. (a) Notwithstanding Section 9.1 After the issuance or incurrence thereof, amend or modify (or permit the amendment or modification of (including any waivers of)), the terms of any Indebtedness in a principal amount in excess of the Origination Trust AgreementThreshold Amount (except, in the Origination Trust Agreementcase of Designated Senior Indebtedness, pursuant to a Permitted Amendment/Refinancing) in a manner taken as supplemented by this Transaction SUBI Supplementa whole, with respect to any Indebtedness other than Designated Senior Indebtedness, adverse in any material respect, taken as a whole, to the extent that it deals solely interests of the Senior Subordinated Lenders (including, without limitation, specifically shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or, except in connection with a refinancing permitted pursuant to Section 7.07(e), increasing the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1interest rate or fees applicable thereto). (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial BeneficiaryExcept, without the consent in each case, in respect of any other Person subject Material Document relating to satisfaction of one of the following conditions: any Designated Senior Indebtedness, (i) the Initial Beneficiary cancel or the Servicer delivers an Officer’s Certificate terminate any Material Document or an Opinion of Counsel consent to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or accept any cancellation or termination thereof by any Consolidated Party, (ii) amend or modify (or permit the Rating Agency Condition is satisfied amendment or modification of (including any waivers of)), any Material Document (other than amendments or modifications of Organization Documents permitted under Section 7.07(c)), (iii) waive any default under or breach any Material Document, (iv) or take any other action in connection with respect any Material Document, unless, in each case, any such cancellation, termination, amendment or modification, or consent, waiver or approval thereunder, could not reasonably be expected to such amendment. Without limiting the foregoing and subject to clause have a Material Adverse Effect. (c) belowAmend their Organization Documents, unless, in each case, any term or provision of this Agreement may be amended by such amendment is not adverse in any material respect to the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single classSenior Subordinated Lenders. Notwithstanding the foregoing, any amendment that materially and adversely affects Consolidated Party may amend or modify its Organization Documents to change its name or form of legal organization so long as it shall have given the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the Senior Subordinated Administrative Agent thirty days prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder notice of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentchange. (d) It shall not be necessary for Make any payment in contravention of the consent terms of any Person pursuant subordination with respect to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereofIndebtedness. (e) Prior Make any prepayment (other than any scheduled prepayment), redemption, defeasance or acquisition for value prior to stated maturity (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange any Indebtedness or make any other voluntary or optional payment of Indebtedness (other than the refinancing of Indebtedness as part of the Transaction), other than: (i) Designated Senior Indebtedness and the Indebtedness under the Senior Subordinated Loan Documents (subject to the execution of Subordination Provisions); (ii) intercompany Indebtedness permitted hereunder; and (iii) the Loan Parties may refund, refinance or exchange (A) any amendment Designated Senior Indebtedness pursuant to this Transaction SUBI Supplementa Permitted Amendment/Refinancing, the Initial Beneficiary shall provide each Rating Agency with written notice or (B) any of the substance of such amendment. No later than 10 Business Days after the execution of any amendment Indebtedness permitted pursuant to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee Section 7.03(f) and the Indenture Trustee(g) with other Indebtedness permitted thereunder. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 9.01 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction 1998-A SUBI Portfolio and the Transaction 1998-A SUBI Certificate Portfolio, may be amended from time to time only in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended a writing signed by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees Beneficiary (and by U.S. Bank to the effect extent that any such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied affects it as Trust Agent), with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially Indenture Trustee and adversely affectedthe Owner Trustee (which shall be given only in the circumstances contemplated by Section 9.01 of the Securitization Trust Agreement). (b) ALF LP shall provide each Rating Agency (as defined in the Securitization Trust Agreement) prior notice of the content of any proposed amendment to the Trust Agreement, whether or not such amendment relates to the 1998-A SUBI or requires approval by any Rating Agency. (c) Notwithstanding anything herein No resignation or removal of the Trustee pursuant to Section 6.03 of the contrary (including clause (d) below)Trust Agreement shall be effective unless and until each Rating Agency has confirmed, no amendment shall (i) reduce the interest rate in writing, that such resignation or principal amount of any Noteremoval would not cause it to downgrade, withdraw, or delay the Final Scheduled Payment Date of any Note without the consent otherwise adversely modify its then-current rating of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentRated Notes. (d) It shall not be necessary for The holder from time to time of the consent of any Person Trustee Stock pursuant to this Section for 6.10 of the Trust Agreement shall at all times be a corporation, trust company or bank organized and doing business under the laws of such Person State or the United States; authorized under such laws to approve the particular form exercise corporate trust powers; having a combined capital and surplus of any proposed amendmentat least $50,000,000 and subject to supervision or examination by federal or state authorities; and having a long-term deposit rating no lower than Baa3 by Moody's, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each so long as Xxxxx'x is a Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment or be otherwise acceptable to each Rating Agency, as evidenced by a letter to such effect from each of them. If such holder shall publish reports of condition at least annually, pursuant to law or to the Origination Trusteesrequirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the Owner Trustee combined capital and the Indenture Trustee. (f) Prior to the execution surplus of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees such corporation shall be entitled deemed to receive be its combined capital and conclusively rely upon an Opinion surplus as set forth in its most recent report of Counsel stating that condition so published. In case at any time such holder shall cease to be eligible in accordance with the execution provisions of such amendment is authorized or permitted by this subsection (d), it will immediately so notify the Origination Beneficiary in the manner and with the effect specified in Section 6.10(b) of the Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement.

Amendment, Etc. (a) Notwithstanding Section 9.1 9.01 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction 1997- B SUBI Portfolio and the Transaction 1997-B SUBI Certificate Portfolio, may be amended from time to time only in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended a writing signed by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees Beneficiary (and by U.S. Bank to the effect extent that any such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied affects it as Trust Agent), with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially Indenture Trustee and adversely affectedthe Owner Trustee (which shall be given only in the circumstances contemplated by Section 9.01 of the Securitization Trust Agreement). (b) ALFI LP shall provide each Rating Agency (as defined in the Securitization Trust Agreement) prior notice of the content of any proposed amendment to the Trust Agreement, whether or not such amendment relates to the 1997-B SUBI or requires approval by any Rating Agency. (c) Notwithstanding anything herein No resignation or removal of the Trustee pursuant to Section 6.03 of the contrary (including clause (d) below)Trust Agreement shall be effective unless and until each Rating Agency has confirmed, no amendment shall (i) reduce the interest rate in writing, that such resignation or principal amount of any Noteremoval would not cause it to downgrade, withdraw, or delay the Final Scheduled Payment Date of any Note without the consent otherwise adversely modify its then-current rating of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentRated Notes. (d) It shall not be necessary for The holder from time to time of the consent of any Person Trustee Stock pursuant to this Section for 6.10 of the Trust Agreement shall at all times be a corporation, trust company or bank organized and doing business under the laws of such Person State or the United States; authorized under such laws to approve the particular form exercise corporate trust powers; having a combined capital and surplus of any proposed amendmentat least $50,000,000 and subject to supervision or examination by federal or state authorities; and having a long-term deposit rating no lower than Baa3 by Moody's, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each so long as Moodx'x xx a Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment or be otherwise acceptable to each Rating Agency, as evidenced by a letter to such effect from each of them. If such holder shall publish reports of condition at least annually, pursuant to law or to the Origination Trusteesrequirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the Owner Trustee combined capital and the Indenture Trustee. (f) Prior to the execution surplus of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees such corporation shall be entitled deemed to receive be its combined capital and conclusively rely upon an Opinion surplus as set forth in its most recent report of Counsel stating that condition so published. In case at any time such holder shall cease to be eligible in accordance with the execution provisions of such amendment is authorized or permitted by this subsection (d), it will immediately so notify the Origination Beneficiary in the manner and with the effect specified in Section 6.10(b) of the Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement.

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ACOLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 20 -SN and the Transaction SUBI Certificate Series 20 -SN Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ACOLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ACOLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ACOLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ACOLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ACOLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 20 -SN Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ACOLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ACOLT Certificateholders (if the ACOLT Certificateholders are materially adversely affected thereby).

Amendment, Etc. OF RELATED DOCUMENTS AND INDEBTEDNESS. ----------------------------------------------------- (a) Notwithstanding Section 9.1 Cancel or terminate any Tender Offer Documents or Subordinated Notes Documents or consent to or accept any cancellation or termination thereof, except, in the case of the Origination Trust AgreementSubordinated Notes Documents, the Origination Trust Agreementin connection with any transaction permitted under Section ------- 7.15(d), as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any cancel or terminate any Material Contract or consent to ------- or accept any cancellation or termination thereof, unless the cancellation or termination thereof could not reasonably be expected to have a Material Adverse Effect, (c) amend, modify or change in any manner any term or provision condition of any Tender Offer Documents or Subordinated Notes Documents or give any consent, waiver or approval thereunder that, in any such case, could impair the rights and remedies of the Origination Trust Agreement Secured Parties under the Loan Documents or this Transaction SUBI Supplement may be amended by the Initial Beneficiaryotherwise result in a Material Adverse Effect, without the consent (d) amend, modify or change in any manner any term or condition of any Material Contract or give any consent, waiver or approval thereunder unless such amendment, modification or change could not reasonably be expected to have a Material Adverse Effect, (e) waive any default under or any breach of any term or condition of any Tender Offer Documents or Subordinated Notes Documents, (f) waive any material default or any breach of any material term or condition of any Material Contract, (g) take any other Person subject to satisfaction of one action in connection with any Related Document that would impair in any material respect the value of the following conditions: (i) interest or rights of any Loan Party thereunder or that would impair the Initial Beneficiary rights or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders Administrative Agent or any Lender or (iih) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) belowamend, modify or change in any manner any term or provision condition of this Agreement may any Indebtedness set forth in Schedule 7.02, except for any refinancing, ------------- refunding, renewal or extension thereof permitted by Section 7.02(d) --------------- or Section 7.15(d) and except for any such amendment, modification or --------------- change that could not reasonably be amended by expected to impair the Transferor with the consent of Noteholders evidencing not less than a majority rights and remedies of the Outstanding Note Amount, voting as Secured Parties under the Loan Documents or otherwise result in a single classMaterial Adverse Effect. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.116

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: Person; provided that (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect any amendment that such amendment will not materially and adversely affect affects the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, voting as a single class. Notwithstanding the foregoing, and (ii) any amendment that materially and adversely affects the interests of the Origination Trustees, the Swap Counterparty, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders or the Swap Counterparty shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (c) Notwithstanding anything herein to the contrary (including clause (d) below)foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Note Amount Notes which were required to consent to such matter before giving effect to such amendment. (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction SUBI Supplement may be amended by the Initial Beneficiary without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.. Transaction SUBI Supplement 2004-A to Origination Trust Agreement (ef) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeSwap Counterparty. (fg) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. OF MATERIAL DOCUMENTS AND PAYMENTS IN RESPECT OF INDEBTEDNESS. (a) Notwithstanding Section 9.1 After the issuance or incurrence thereof, amend, restate, supplement or otherwise modify (or permit the amendment, restatement, supplement or modification of (including any waivers of or any agreement to forebear from exercising any rights under)) the terms of any Indebtedness in a principal amount (individually or, with respect to Indebtedness due to the same Lender or group of Lenders in a series of related transactions, in the aggregate) in excess of the Origination Trust Threshold Amount (including, without limitation, pursuant to any agreement or agreements pursuant to which such Indebtedness may be refinanced, restructured, renewed, extended, refunded or replaced (such agreement or agreements being "Refinancing Agreements") but, in any case, excluding Indebtedness under this Agreement and the other Second Lien Loan Documents) unless: (i) such documents, as so amended, restated, supplemented or otherwise modified (including, in connection with any such waiver or forbearance) or such Refinancing Agreements: (A) in the case of the Senior Obligations, contain terms which (1) do not increase the principal amount of the Senior Obligations in excess of the Maximum Senior Debt Amount, (2) are subject to, and in compliance with, the requirements of the Intercreditor Agreement, and (3) do not materially impair the Origination Trust ability of the Loan Parties to perform their obligation under this Agreement; and (B) in the case of any other Indebtedness (including the Senior Subordinated Obligations, but excluding the Senior Obligations), contain only terms which (1) extend the date or reduce the amount of any required repayment, prepayment or redemption of the principal of such Indebtedness, (2) reduce the rate or extend the date for payment of the interest, premium (if any) or fees payable on such Indebtedness, (3) make the covenants, events of default or remedies relating to such Indebtedness, taken as a whole, less restrictive on the Loan Parties or (4) otherwise contain terms (including, in the case of the Senior Subordinated Loan Documents and any Permitted Additional Subordinated Debt Documents, the subordination provisions thereof) which, taken as a whole, are as or more favorable to the interests of the Loan Parties and the Second Lien Lenders than those in effect before giving effect to such amendment, restatement, supplement, modification or waiver or such Refinancing Agreements; (ii) no Default shall have occurred and be continuing or would result; and (iii) the Loan Party Representative shall have delivered copies of any such amendment, restatement, supplement or other modification or such Refinancing Agreements, together with a certificate of a Responsible Officer of the Loan Party Representative comparing the material terms and conditions of such documents, as so amended, supplemented by this Transaction SUBI Supplementor otherwise modified, or such Refinancing Agreement to the extent comparable terms thereof immediately before giving effect to such amendment, restatement, supplement or other modification or such Refinancing Agreements (based on the review of all such documents by the Loan Party Representative without the necessity of obtaining any third-party review of such documents) and certifying that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1foregoing conditions are satisfied. (b) Any term Cancel or provision terminate any Material Document or consent to or accept any cancellation or termination thereof by any Consolidated Party, amend or modify (or permit the amendment or modification of (including any waivers of)), any Material Document (other than amendments or modifications of the Origination Trust Agreement terms of Indebtedness permitted under Section 7.07(a) or this Transaction SUBI Supplement may be amended by the Initial BeneficiaryOrganization Documents permitted under Section 7.07(c)), without the consent of waive any default under or breach any Material Document, or take any other Person subject action in connection with any Material Document, unless, in each case, any such cancellation, termination, amendment or modification, or consent, waiver or approval thereunder, is not adverse in any material respect to satisfaction of one of the following conditions: (i) the Initial Beneficiary Consolidated Parties or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause Second Lien Lenders. (c) belowAmend their Organization Documents, unless, in each case, any term or provision of this Agreement may be amended by such amendment is not adverse in any material respect to the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single classSecond Lien Lenders. Notwithstanding the foregoing, any amendment that materially and adversely affects Consolidated Party may amend or modify its Organization Documents to change its name or form of legal organization so long as it shall have given the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the Second Lien Administrative Agent thirty days prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder notice of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentchange. (d) It shall not be necessary for Make any payment in contravention of the consent terms of any Person pursuant subordination with respect to this Section for such Person any Indebtedness; or permit any Indebtedness (other than the Senior Obligations and the Second Lien Obligations) to approve constitute "Designated Senior Indebtedness" (or any similar term) under the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice subordination provisions of the substance of such amendment. No later than 10 Business Days after the execution of Senior Subordinated Loan Documents or any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture TrusteePermitted Additional Subordinated Debt Documents. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 9.01 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction 1999-A SUBI Portfolio and the Transaction 1999-A SUBI Certificate Portfolio, may be amended from time to time only in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended a writing signed by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees Beneficiary (and by U.S. Bank to the effect extent that any such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied affects it as Trust Agent), with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially Indenture Trustee and adversely affectedthe Owner Trustee (which shall be given only in the circumstances contemplated by Section 9.01 of the Securitization Trust Agreement). (b) ALF LP shall provide each Rating Agency (as defined in the Securitization Trust Agreement) prior notice of the content of any proposed amendment to the Trust Agreement, whether or not such amendment relates to the 1999-A SUBI or requires approval by any Rating Agency. (c) Notwithstanding anything herein No resignation or removal of the Trustee pursuant to Section 6.03 of the contrary (including clause (d) below)Trust Agreement shall be effective unless and until each Rating Agency has confirmed, no amendment shall (i) reduce the interest rate in writing, that such resignation or principal amount of any Noteremoval would not cause it to downgrade, withdraw, or delay the Final Scheduled Payment Date of any Note without the consent otherwise adversely modify its then-current rating of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentRated Notes. (d) It shall not be necessary for The holder from time to time of the consent of any Person Trustee Stock pursuant to this Section for 6.10 of the Trust Agreement shall at all times be a corporation, trust company or bank organized and doing business under the laws of such Person State or the United States; authorized under such laws to approve the particular form exercise corporate trust powers; having a combined capital and surplus of any proposed amendmentat least $50,000,000 and subject to supervision or examination by federal or state authorities; and having a long-term deposit rating no lower than Baa3 by Moody's, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each so long as Moody's is a Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment or be otherwise acceptable to each Rating AgencyXxxxxx, as evidenced by a letter to such effect from each of them. If such holder shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the Origination Trustees, the Owner Trustee combined capital and the Indenture Trustee. (f) Prior to the execution surplus of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees such corporation shall be entitled deemed to receive be its combined capital and conclusively rely upon an Opinion surplus as set forth in its most recent report of Counsel stating that condition so published. In case at any time such holder shall cease to be eligible in accordance with the execution provisions of such amendment is authorized or permitted by this subsection (d), it will immediately so notify the Origination Beneficiary in the manner and with the effect specified in Section 6.10(b) of the Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfiedAgreement.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Certificate, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below)contrary, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI AFLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 20 -SN and the Transaction SUBI Certificate Series 20 -SN Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI AFLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this AFLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the AFLT Certificateholder; provided, however, that (1) an officer of COL II LLC shall certify to the AFLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the AFLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes . (c) The Declaration of Trust and the Series 20 -SN Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this AFLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the AFLT Certificateholders (if the AFLT Certificateholders are materially adversely affected thereby).

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: Person; provided that (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect any amendment that such amendment will not materially and adversely affect affects the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, voting as a single class. Notwithstanding the foregoing, and (ii) any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (c) Notwithstanding anything herein to the contrary (including clause (d) below)foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Note Amount Notes which were required to consent to such matter before giving effect to such amendment. (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction SUBI Supplement may be amended by the Initial Beneficiary without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (ef) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee.of (fg) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document (other than a Hedge Contract between a Hedge Bank and a Loan Party), nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or in connection with an amendment to any other Loan Document, by the Administrative Agent with the consent of the Required Lenders) and, in the case of an amendment, all Borrowers, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that: (a) Notwithstanding Section 9.1 no amendment, waiver or consent shall, unless in writing and signed by all of the Origination Trust AgreementLenders and, in the Origination Trust Agreementcase of an amendment, as supplemented by this Transaction SUBI Supplementall Borrowers, do any of the following at any time: (1) waive any of the conditions specified in Section 3.2, (2) change the percentage of the Total Commitment, or the number of Lenders, that shall be required for the Lenders or any of them to the extent that it deals solely with the Transaction SUBItake any action hereunder, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with (3) amend this Section 13.1.9.1, (4) other than as permitted by Section 8.10, release any Collateral, or (5) release any Guarantor from its obligations under its respective Guaranty Agreement except in connection with a sale or merger permitted hereunder; (b) Any term no amendment, waiver or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended consent shall, unless in writing and signed by the Initial BeneficiaryBorrowers and each Lender affected thereby, without the consent of do any other Person subject to satisfaction of one of the following conditionsat any time: (i1) increase the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests principal amount of the Noteholders Commitment of such Lender over the amount then in effect or increase the Pro Rata Share of such Lender (except pursuant to Section 2.10 upon the prepayment of a Commitment of a Defaulted Lender or Impacted Lender), (2) reduce or forgive the aggregate unpaid principal amount of the Revolving Advances or Swing Line Advances owing to such Lender, (3) reduce the rate of interest or fees payable hereunder to such Lender, or (ii4) postpone any scheduled date fixed for any payment of principal of, or interest on, the Rating Agency Condition is satisfied with respect Advances or any fees payable to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected.Lender hereunder; (c) Notwithstanding anything herein no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the contrary (including clause (d) below)Lenders and the Borrowers required above to take such action, no amendment shall (i) reduce affect the interest rate rights or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent obligations of the Holder of Issuing Bank under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, in addition to the Lenders and the Borrowers required above to take such Noteaction, affect the rights or (ii) reduce the percentage duties of the Outstanding Note Amount, the Holders of which are required to consent to Administrative Agent under this Agreement or any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment.Loan Document; and (d) It each Lender grants (x) to the Administrative Agent the right to purchase all (but not less than all) of such Lender’s Commitments and Advances owing to it and all of its rights and obligations hereunder and under the other Loan Documents (other than Hedge Contracts) at a price equal to the aggregate amount of outstanding Advances owed to such Lender (together with all accrued and unpaid interest and fees owed to such Lender), and (y) to any Borrower the right to cause an assignment of all (but not less than all) of such Lender’s Commitments and Advances owing to it and all of its rights and obligations hereunder and under the other Loan Documents (other than Hedge Contracts), which right may be exercised by the Administrative Agent or such Borrower, as the case may be, if such Lender refuses to execute any amendment, waiver or consent which requires the written consent of all the Lenders and to which the Required Lenders, the Administrative Agent and such Borrower have agreed. Each Lender agrees that if the Administrative Agent or such Borrower, as the case may be, exercises its option hereunder, it shall promptly execute and deliver all agreements and documentation necessary to effectuate such assignment as set forth in Section 9.7. Anything in this Agreement to the contrary notwithstanding, if any Lender shall owe a Defaulted Advance or a Defaulted Amount, then, for so long as such amounts shall be outstanding, such Lender shall (unless the Borrowers and the Required Lenders, determined as if such Lender were not a “Lender” hereunder, shall otherwise consent in writing) be deemed for all purposes relating to amendments, modifications, waivers or consents under this Agreement or the other Loan Documents (including without limitation under this Section 9.1) to have no Advances or Commitments, shall not be necessary for treated as a “Lender” hereunder when performing the consent computation of any Person pursuant to Required Lenders, and shall have no rights under this Section for such Person to approve 9.1; provided that any action taken by the particular form of any proposed amendment, but it shall be sufficient if such Person consents other Lenders with respect to the substance thereofmatters referred to in clauses (a) or (b) of this Section 9.1 shall not be effective as against such Lender. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the The Origination Trust Agreement or (other than this Transaction SUBI Supplement Supplement) may be amended by the Initial Beneficiary, without the consent of any other Person subject Person, to satisfaction cure any ambiguity or defect, to correct or supplement any provisions in the Origination Trust Agreement or for the purpose of one adding any provisions to or changing in any manner or eliminating any of the following conditions: (i) provisions in the Initial Beneficiary Origination Trust Agreement or of modifying in any manner the Servicer delivers an Officer’s Certificate or rights of the parties hereto; provided that such action shall not, as evidenced by an Opinion of Counsel delivered no later than ten (10) Business Days after the execution of any such amendment to the Transferor, the Owner Trustee, the Indenture Trustee, and the Origination Trustees, adversely affect the interests of the Transferor, the Noteholders, the Indenture Trustee and or the Origination Trustees (as such and in their respective individual capacities). (c) This Transaction SUBI Supplement may be amended without the consent of the Noteholders or any other Person in any respect by the parties hereto including (without limitation) to cure any ambiguity, correct or supplement any provision in this Transaction SUBI Supplement, change in any manner or eliminate any of the effect provisions in this Transaction SUBI Supplement or modify the rights of the parties to this Transaction SUBI Supplement; provided that such amendment will not shall not, in the good faith judgment of the parties hereto, materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendmentNoteholders. Without limiting the foregoing and subject to clause (c) belowforegoing, any term or provision of this Agreement Transaction SUBI Supplement may be amended by the Transferor parties hereto with the consent of Noteholders evidencing not less than a majority the Indenture Trustee; provided that such amendment shall not, as evidenced by an Opinion of Counsel delivered to the Outstanding Note AmountIndenture Trustee, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects affect the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affectedNoteholders. (cd) Notwithstanding anything herein to the contrary (including clause (d) below)contrary, no amendment shall (i) reduce any term or provision of this Transaction SUBI Supplement may be amended by the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note parties hereto without the consent of the Holder of such Note, or (ii) reduce the percentage any of the Outstanding Note AmountNoteholders or any other Person to add, the Holders of which are required modify or eliminate such provisions as may be necessary or advisable in order to consent comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; it being a condition to any matter without such amendment that the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It Rating Agency Condition shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereofhave been satisfied. (e) Prior to the execution of any amendment to this Transaction SUBI Supplementsuch amendment, the Initial Beneficiary shall provide furnish at least ten (10) days' prior written notification (or, if ten (10) days' advance notice is impracticable, as much advance notice as is practicable) of the substance of such amendment (together with a copy of the related Opinion of Counsel, if any) to the Transferor, the Issuer, the Indenture Trustee and each Rating Agency; provided that the Initial Beneficiary shall have no obligation to furnish any Rating Agency with prior written notice of the substance of such amendmentany amendment to the Origination Trust Agreement. No later than 10 ten (10) Business Days after the execution of any amendment to this Transaction SUBI Supplementsuch amendment, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination TrusteesTransferor, the Owner Trustee Issuer and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Transferor, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement to be given by all of the Origination Trust AgreementBanks, may be given, and any term of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with the written consent of the Majority Banks. Notwithstanding the foregoing, the Origination Trust Agreementrate of interest on the Notes (other than interest accruing pursuant to Section 2.9(b) or Section 3.6(b) following the effective date of any applicable waiver by the Majority Banks, as supplemented by this Transaction SUBI Supplementor, where required, all of the Banks, of the Event of Default relating thereto), the amounts and terms and maturity of the Notes, the dates and amounts of any required principal or interest payments, the amount and duration of the respective DIP Commitments and the Exit Commitments of the Banks, and the date and amount of the commitment fees or letter of credit fees hereunder may not be changed without the written consent of the Borrower and the written consent of each of the Banks; the definition of Majority Banks, any provision of the Loan Documents providing for or requiring the approval, consent, or direction of the Agent, or of a specified number, combination, or percentage of the Banks or holders of a certain percentage of the DIP Commitments, the Exit Commitments, or the Obligations, in any case with respect to any action or matter relating to the extent that it deals solely with the Transaction SUBILoan Documents, the Transaction SUBI Portfolio and the Transaction SUBI Certificate provisions of this Section 16.4(a) may not be amended without the written consent of all of the Banks; SCHEDULE 2.12, SCHEDULE 2.12A, and SCHEDULE 2.14 may be amended from time to time with the written agreement of the Agent and the Borrower; and SCHEDULE 10.2(M) may be amended from time to time with the written agreement of the Borrower and the Term Loan Lender with notice to the Agent; except for the use of cash collateral in accordance any bankruptcy or insolvency case or proceeding after the Exit Facility Date, and except for asset dispositions permitted by Section 10.2(f) or Section 10.2(m) hereof, Collateral may not be released without the written consent of all of the Banks and the Agent; and the amount of the Agent's administrative fee or facility fees or other fees for the Agent's own account or any fees with this respect to the Letters of Credit payable for the Agent's account, and the provisions of Section 13.113 hereof and the Fee Letter may not be amended without the written consent of the Agent. (b) Any term or provision of Notwithstanding the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: foregoing: (i) the Initial Beneficiary consent of the Term Loan Lender shall not be required for: (A) any exercise by the Agent, or any Revolving Credit Bank of any discretionary right that it has under this Agreement or related documents to determine the Borrowing Base (exclusive of any discretionary right to alter advance rates) or to monitor, preserve or protect any of the Collateral, which monitoring, preservation or protection would not adversely affect the Real Estate Collateral, (B) any amendments or waivers (1) that are favorable to the Surety and have no adverse effect on the Term Loan Lender or the Servicer delivers an Officer’s Certificate Real Estate Collateral, or an Opinion (2) which, in the Agent's reasonable judgment, require immediate action for the protection of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders Agent, the Revolving Credit Banks and the Term Loan Lender as a whole, and to which the Term Loan Lender has not objected within forty-eight hours following notice of such action to the Term Loan Lender, or (C) minor or immaterial amendments or waivers of an administrative or operational nature; (ii) the Rating Agency Condition is satisfied with respect Revolving Credit Banks may, without the approval of the Term Loan Lender, make Revolving Credit Loans, and the Agent may, without the approval of the Term Loan Lender, on a discretionary basis issue, extend or renew Letters of Credit, notwithstanding the failure of the Borrower to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of meet conditions precedent thereto in this Agreement may be amended by or any other Loan Documents, so long as, in each such case, (A) the Transferor with Borrower certifies as to the consent of Noteholders evidencing not less than a majority absence, and officers of the Outstanding Note AmountAgent active on the Borrower's account are not aware, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount existence of any Notematerial Default or any Event of Default, whether before or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before after giving effect to such amendment.action, other than Defaults or Events of Default that would be cured with the proceeds of such extension of credit; and (B) after taking into account such Revolving Credit Loans and issuance, extensions or renewals of Letters of Credit, the Borrower's Obligations in respect of the Revolving Credit Loans and Reimbursement Obligations would not exceed the lesser of (x) the Borrowing Base, and (y) the sum of $35,000,000; and (diii) It shall the Revolving Credit Banks may, without the approval of the Term Loan Lender, make Revolving Credit Loans, and the Agent may, without the approval of the Term Loan Lender, on a discretionary basis issue, extend or renew Letters of Credit, even if the Obligations in respect of the Revolving Credit Loans and Reimbursement Obligations would exceed the Borrowing Base, so long as the overadvance amount so resulting does not be necessary exceed $500,000, or remain outstanding for more than 30 days in any twelve month period, and the consent Borrower certifies as to the absence, and the officers of the Agent active on the Borrower's account are not otherwise aware, of any Person pursuant material Default or any Event of Default then continuing at the time when such overadvance is extended or which would occur after giving effect to this Section for such Person to approve action, other than (A) any Event of Default which would otherwise be caused by the particular form overadvance itself and (B) any Defaults or Events of any proposed amendment, but it shall Default that would be sufficient if such Person consents to cured with the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance proceeds of such amendment. No later than 10 Business Days after the execution extension of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trusteecredit. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: Person; provided that (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect any amendment that such amendment will not materially and adversely affect affects the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, voting as a single class. Notwithstanding the foregoing, and (ii) any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (c) Notwithstanding anything herein to the contrary (including clause (d) below)foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Note Amount Notes which were required to consent to such matter before giving effect to such amendment. (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction SUBI Supplement may be amended by the Initial Beneficiary without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (ef) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of Transaction SUBI Supplement 2005-A to Origination Trust Agreement such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (fg) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. of Indebtedness. The Company covenants and agrees that it shall not amend, modify or change in any manner any term or condition of any Indebtedness, including, but not limited to the Bank Credit Agreement, the NYL Note Facility, the MSACL Promissory Notes or any agreement evidencing any Material Indebtedness, except for (a) Notwithstanding any refinancing, refunding, renewal or extension thereof permitted by Section 9.1 of the Origination Trust Agreement11.1, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any term or provision of any increase in the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by Indebtedness permitted under the Initial Beneficiary, without the consent terms of any other Person subject to satisfaction of one of the following conditions: such Indebtedness and this Agreement, or (c) changes and amendments which (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will do not materially and adversely affect the rights and privileges or the interests of the Noteholders holders of Notes under this Agreement or the Notes and (ii) are not materially more restrictive on the Rating Agency Condition is satisfied with respect to such amendmentObligors, taken as a whole, than those set forth in this Agreement. Without limiting the foregoing foregoing, the Company covenants and subject to clause (c) belowagrees that it will not, and will not permit its Subsidiaries or MSA to, amend, modify or change the subordination provisions set forth in any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require MSACL Promissory Notes without the prior written consent of the Persons whose interests Required Holders, in their sole and absolute discretion; provided that, notwithstanding anything in this Section 11.17 or elsewhere in this Agreement to the contrary, the MSACL Promissory Notes may be amended in order to subordinate such MSACL Promissory Notes to any other Indebtedness of the Obligors or their Subsidiaries that is permitted to be incurred pursuant to Section 11.1 on the same terms that such MSACL Promissory Notes are materially and adversely affectedsubordinated to the Notes.” (cxxi) Notwithstanding anything herein to Clause (b) of Section 12 (Events of Default) of the contrary Existing Shelf Agreement is hereby amended by (including a) deleting the word “or” at the end of clause (d) below), no amendment shall (i) reduce and inserting a semicolon in lieu thereof, and (b) inserting the interest rate or principal amount of any Note, or delay following at the Final Scheduled Payment Date of any Note without the consent of the Holder end of such Note, or clause (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.b):

Amendment, Etc. of Indebtedness and MSA Membership Interest Purchase Agreement. The Company covenants and agrees that it shall not amend, modify or change in any manner any term or condition of (a) Notwithstanding Section 9.1 of any Indebtedness, including, but not limited to the Origination Trust Bank Credit Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBINYL Note Facility, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust 2022 Term Loan Credit Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiaryany agreement evidencing any Material Indebtedness, without the consent of any other Person subject to satisfaction of one of the following conditions: except for (i) any refinancing, refunding, renewal or extension thereof permitted by Section 11.1, (ii) any increase in the Initial Beneficiary Indebtedness permitted under the terms of any such Indebtedness and this Agreement, or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee (iii) changes and the Origination Trustees to the effect that such amendment will amendments which (A) do not materially and adversely affect the rights and privileges or the interests of the Noteholders holders of Notes under this Agreement or the Notes and (B) are not materially more restrictive on the Obligors, taken as a whole, than those set forth in this Agreement; or (b) the MSA Membership Interest Purchase Agreement, except for changes and amendments which (i) do not materially and adversely affect the rights and privileges or the interests of the holders of Notes under this Agreement or the Notes and (ii) are not materially more restrictive on the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, Obligors or materially impair any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amountrights or remedies of the Obligors thereunder; provided that, voting as a single class. Notwithstanding without limiting the foregoing, any amendment that materially and adversely affects the interests amendment, modification or other change to Sections 4.2, 4.4, 4.6, 4.11 or 5 of the Origination Trustees, the Indenture Trustee or the Owner Trustee MSA Membership Interest Purchase Agreement shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Required Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmenthereunder. (dxvi) It shall not be necessary for the consent Clause (k) of any Person pursuant to this Section for such Person to approve the particular form 12 (Events of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (eDefault) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment Existing Shelf Agreement is hereby amended and restated in its entirety to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.read as follows:

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction Purchased SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction Purchased SUBI Portfolio and the Transaction Purchased SUBI Certificate Portfolio, may be amended in accordance with this Section 13.112.1. (b) Any term or provision of the Origination The Trust Agreement or (but not this Transaction Purchased SUBI Supplement Supplement), may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject Person, to satisfaction cure any ambiguity or defect, to correct or supplement any provisions in the Trust Agreement or for the purpose of one adding any provisions to or changing in any manner or eliminating any of the following conditions: (i) provisions in the Initial Beneficiary Trust Agreement or of modifying in any manner the Servicer delivers rights of the parties hereto; provided that such action shall not, as evidenced by an Officer’s Certificate or an Opinion opinion of Counsel counsel delivered to the Indenture Trustee holder of the Purchased SUBI Certificate and the Origination Trustees to the effect that such amendment will not materially and Trustees, adversely affect the interests of the Noteholders or (ii) holder of the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) belowPurchased SUBI Certificate, any term of such holder’s pledgees or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority any of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein The Trust Agreement or this Purchased SUBI Supplement may be amended in any respect from time to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without time with the consent of the Holder of such Note, or (ii) reduce the percentage each of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent holder of the Holders of at least the percentage Purchased SUBI Certificate and each of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentTrustees (if adversely affected thereby). (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to the Trust Agreement or this Transaction Purchased SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice holder of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction Purchased SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee Certificate and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion opinion of Counsel counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction Purchased SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement Transaction SUBI Supplement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (1) No amendment or waiver of any provision of this Agreement or any Security Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Administrative Agent acting with the approval of the Majority Lenders (it being understood that with respect to any amendment or waiver pertaining to a specific Credit Facility without affecting the Lenders generally, Majority Lenders shall refer to the “Majority Lenders” under such Credit Facility) and the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (a) Notwithstanding waive any condition set forth in Section 9.1 6.02, or, in the case of the Origination Trust Agreementinitial Accommodation, Section 6.01 without the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate may be amended in accordance with this Section 13.1.written consent of each Lender; (b) Any term extend or provision increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.01) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Credit Document (other than Hedging Agreements) for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Credit Document (other than Hedging Agreements) without the written consent of each Lender entitled to such payment; (d) reduce the principal of, or the rate of interest specified herein on, any Advance or other Type of Accommodation, or (subject to clause (iii) of the Origination Trust Agreement second proviso to this Section 12.01) any fees or this Transaction SUBI Supplement may be amended by other amounts payable hereunder or under any Security Document, or change the Initial Beneficiarymanner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate or Fee payable on any Advance, any other Type of Accommodation or any Fee payable hereunder without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Majority Lenders shall be necessary to amend the rate of interest charged as a default rate or to waive any other Person subject to satisfaction of one obligation of the following conditions: Borrower to pay interest or Fees at such default rate; (e) change (i) Section 2.09 in a manner that would alter the Initial Beneficiary or pro rata sharing of payments required thereby without the Servicer delivers an Officer’s Certificate or an Opinion written consent of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders each Lender or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting order of application of any reduction in the foregoing Commitments or any prepayment of Accommodations among the Credit Facilities from the application thereof set forth in the applicable provisions of Section 2.05 and subject to clause (c) belowSection 2.06, respectively, in any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment manner that materially and adversely affects the interests of Lenders under a Credit Facility without the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce if such Credit Facility is the interest rate Revolving Facility, the Majority Lenders under the Revolving Facility, and (ii) if such Facility is Facility B, the Majority Lenders under Facility B; (f) change any provision of this Section or principal amount the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (g) release all or substantially all (including without limitation any shares of Vidéotron Ltée) of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or (h) impose any greater restriction on the ability of any NoteLender under a Credit Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Credit Facility is the Revolving Facility, the Majority Lenders under the Revolving Facility, and (ii) if such Credit Facility is Facility B, the Majority Lenders under Facility B; and provided, further, that (i) no amendment, waiver or delay consent shall, unless in writing and signed by the Final Scheduled Payment Date Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Note Letter of Credit Application Form relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; and (iii) Section 12.08(8) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Advances are being funded by an SPV at the Holder time of such Noteamendment, waiver or (ii) reduce other modification. Notwithstanding anything to the percentage contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of the Outstanding Note Amount, the Holders of which are required to consent to any matter such Lender may not be increased or extended without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendmentLender. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 8.4 of the Origination Trust AgreementDeclaration of Trust, the Origination Trust AgreementDeclaration of Trust, as supplemented by this Transaction SUBI ABLT Series Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio Series 20 -SN and the Transaction SUBI Certificate Series 20 -SN Portfolio, may be amended in accordance with this Section 13.111.1. (b) Any term or provision The Declaration of the Origination Trust Agreement or and this Transaction SUBI ABLT Series Supplement may be amended by the Initial Beneficiaryparties hereto, without the consent of any other Person subject to satisfaction of one of the following conditions: Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Initial Beneficiary Declaration of Trust that may be defective or inconsistent with any other provision of the Servicer delivers an Officer’s Certificate Declaration of Trust or an Opinion this ABLT Series Supplement or (iii) to add, change or eliminate any other provision of Counsel to the Indenture Trustee and the Origination Trustees to the effect Declaration of Trust in any manner that such amendment will shall not materially and adversely affect in any material respect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee Secured Noteholder or the ABLT Certificateholder; provided, however, that (1) an officer of ACOL LLC shall certify to the ABLT Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent precedent, if any, to the execution and delivery of such amendment have been satisfiedsatisfied in all material respects and (2) an Opinion of Counsel shall be furnished to the ABLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), and (ii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust and the Series 20 -SN Portfolio, may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this ABLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case with the consent of the Secured Noteholders (if the Secured Noteholders are materially adversely affected thereby) or the ABLT Certificateholder (if the ABLT Certificateholder is materially adversely affected thereby).

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Portfolio, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: Person; provided that (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect any amendment that such amendment will not materially and adversely affect affects the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with shall require the consent of Noteholders evidencing not less than a majority of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, voting as a single class. Notwithstanding the foregoing, and (ii) any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. An amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such amendment. The consent of the Certificateholders shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (c) Notwithstanding anything herein to the contrary (including clause (d) below)foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Note AmountNotes, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the aggregate outstanding principal amount of the Outstanding Note Amount Notes which were required to consent to such matter before giving effect to such amendment. (d) Notwithstanding anything herein to the contrary, any term or provision of this Transaction SUBI Supplement may be amended by the Initial Beneficiary without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (e) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (ef) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (fg) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.

Amendment, Etc. (a) Notwithstanding Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate Certificate, may be amended in accordance with this Section 13.1. (b) Any term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by the Initial Beneficiary, without the consent of any other Person subject to satisfaction of one of the following conditions: (i) the Initial Beneficiary or the Servicer delivers an Officer’s Certificate or an Opinion of Counsel to the Indenture Trustee and the Origination Trustees to the effect that such amendment will not materially and adversely affect the interests of the Noteholders or (ii) the Rating Agency Condition is satisfied with respect to such amendment. Without limiting the foregoing and subject to clause (c) below, any term or provision of this Agreement may be amended by the Transferor with the consent of Noteholders evidencing not less than a majority of the Outstanding Note Amount, voting as a single class. Notwithstanding the foregoing, any amendment that materially and adversely affects the interests of the Origination Trustees, the Indenture Trustee or the Owner Trustee shall require the prior written consent of the Persons whose interests are materially and adversely affected. (c) Notwithstanding anything herein to the contrary (including clause (d) below), no amendment shall (i) reduce the interest rate or principal amount of any Note, or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note, or (ii) reduce the percentage of the Outstanding Note Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least the percentage of the Outstanding Note Amount which were required to consent to such matter before giving effect to such amendment. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall provide each Rating Agency with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this Transaction SUBI Supplement, the Initial Beneficiary shall furnish a copy of such amendment to each Rating Agency, the Origination Trustees, the Owner Trustee and the Indenture Trustee. (f) Prior to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee, the Indenture Trustee and the Origination Trustees shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of such amendment have been satisfied.