Common use of Amendment, Waiver, etc Clause in Contracts

Amendment, Waiver, etc. (a) Except to the extent provided otherwise hereinafter in clauses (i) through (iii), the provisions of this Agreement may be amended, modified or waived from time to time by the Servicer, Transferor and the Trustee, with the consent of the Required Persons, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment, modification or waiver shall: (i) reduce in any manner the amount of, or delay the timing of, allocations, payments or distributions in respect of the portion of the Invested Amount attributable to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders evidencing not less than a two-thirds majority of such Series or class; or (iii) amend, modify or waive any provision of this Agreement which requires the approval or consent of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or default. (b) As soon as practicable before the execution and delivery of any amendment, consent or waiver pursuant to Section 13.1(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, and the Servicer shall furnish copies of such amendment or consent to the Rating Agencies. (e) The manner of obtaining any waiver or consent given by the Certificateholders under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.

Amendment, Waiver, etc. (a) Except to the extent provided otherwise hereinafter in clauses (i) through (iii), the provisions Any provision of this Agreement may be amended, waived or modified if, and only if, such amendment, waiver or waived from time to time by modification is in writing and signed, (x) in the Servicercase of an amendment or waiver of any provision of Article II, Transferor and the Trustee, with the consent of the Required Persons, for the purpose of adding any provisions to Section 9.9 or changing in any manner or eliminating any of the provisions this Section 12.2 of this Agreement or of modifying in any manner provision that by its terms requires or contemplates the rights approval of or otherwise refers to the Alibaba Independent Committee, by the Purchaser, by the Seller after obtaining consent of the Certificateholders; providedAlibaba Independent Committee, howeverand by SoftBank, (y) in the case of an amendment of any other provision of this Agreement, by (i) the Purchaser and the Seller and (ii) any Party other than the Purchaser and the Seller Parties that no is adversely and directly affected by such amendment, modification or (z) in the case of a waiver shall: (i) reduce in of any manner other provision of this Agreement, by the amount ofParty against whom the waiver is to be effective. Furthermore, or delay the timing ofParties shall not, allocations, payments or distributions in respect and shall not permit any of the portion of the Invested Amount attributable their respective Subsidiaries party to any Series SME Loan Know-How License Agreement to, amend, waive or class modify any provision of Certificates, yield on any Series Article 3 or class Appendix 2 of Certificates or other distributions on any Series or class of Certificates such SME Loan Know-How License Agreement without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the prior written consent of the Certificateholders evidencing not less than a two-thirds majority of such Series or class; or (iii) amend, modify or waive any provision of this Agreement which requires the approval or consent of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers Alibaba Independent Committee and consentsSoftBank. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any Early Amortization Event other right, power or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or defaultprivilege. (b) As soon as practicable before the execution All material actions, consents, determinations, and delivery of any amendmentapprovals, consent or waiver pursuant to including in connection with amendments and waivers under Section 13.1(a12.2(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent be taken or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, and the Servicer shall furnish copies of such amendment or consent to the Rating Agencies. (e) The manner of obtaining any waiver or consent given made by the Certificateholders Seller or its controlled Affiliates under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in Transaction Document (other than any other provision such matters that require the approval of this Agreement the Alibaba Independent Committee) shall be conclusive and binding on taken or made solely with prior approval of the Seller Audit Committee or any person to whom the Seller Audit Committee delegates such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificatematters.

Amendment, Waiver, etc. (a) Except In order that the Company not be entitled to discriminate among the extent provided otherwise hereinafter in clauses (i) through (iii)Holder and the holders of the Other Note, the provisions of neither this Agreement Note or any Other Note nor any terms hereof or thereof may be amendedchanged, modified waived, discharged or waived from time to time terminated unless such change, waiver, discharge or termination is in writing signed by the Servicer, Transferor Company and the TrusteeMajority Holders, with the consent of the Required Persons, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, provided that no such amendmentchange, modification waiver, discharge or waiver termination shall: (i) reduce in any manner the amount of, or delay the timing of, allocations, payments or distributions in respect of the portion of the Invested Amount attributable to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders evidencing not less Holder and the holders of the Other Note affected thereby (i) extend any scheduled Installment Maturity Date or the Final Maturity Date of this Note or any Other Note, or reduce the rate or extend the time of payment of interest (other than as a tworesult of waiving the applicability of any post-thirds majority default increase in interest rates) hereon or reduce the principal amount or the Repurchase Price hereof or reduce or change the form, amount or relative amounts of such Series the components of the Optional Redemption Consideration, (ii) increase the Conversion Price or class; or change the method by which the Conversion Price is adjusted so as to affect the Holder adversely, (iii) release any Collateral or reduce the amount of Collateral required to be deposited or maintained by the Company pursuant to the Security Agreement, except as expressly provided in the Security Agreement, (iv) amend, modify or waive any provision of this Agreement which requires Section 7(c), (v) reduce any percentage specified in, or otherwise modify, the approval definition of Majority Holders or consent (vi) except as provided in this Note, change the method of calculating the Interest Share Price or the Optional Redemption Consideration in a specified percentage of Certificateholders without manner adverse to the consent of Holder. Notwithstanding anything to the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or default. (b) As soon as practicable before the execution and delivery of any amendmentcontrary contained herein, consent no amendment or waiver pursuant to shall increase or eliminate the Restricted Ownership Percentage or the percentage set forth in Section 13.1(a2(c)(9)(A), but whether permanently or temporarily, unless, in no event later than twenty Business Days prior addition to such execution and delivery, complying with the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement other requirements of this Section 13.1(c)Note, no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, waiver shall have been approved in accordance with the Texas Business Corporation Act and the Servicer shall furnish copies Company's by-laws by holders of the outstanding shares of Common Stock entitled to vote at a meeting or by written consent in lieu of such amendment or consent to the Rating Agenciesmeeting. (e) The manner of obtaining any waiver or consent given by the Certificateholders under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.

Amendment, Waiver, etc. (a) Except Subject to the extent provided otherwise hereinafter in clauses (i) through (iii), the provisions of this Agreement may be amendedSection 15.5, modified the Agent or waived the Lenders and the Borrower may, from time to time by the Servicertime, Transferor and the Trusteeenter into written amendments, with the consent of the Required Persons, supplements or modifications hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying changing in any manner the rights of the Certificateholders; providedLenders or the Borrower hereunder or waiving, howeveron such terms and conditions as may be specified in such instrument, that no such amendment, modification or waiver shall: (i) reduce in any manner the amount of, or delay the timing of, allocations, payments or distributions in respect of the portion of the Invested Amount attributable to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders evidencing not less than a two-thirds majority of such Series or class; or (iii) amend, modify or waive any provision requirements of this Agreement which requires the approval or consent any Default or Event of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers Default and consentsits consequences. No waiver or delay on the part of the Agent or any of the Lenders in exercising any right or privilege under this Agreement shall operate as a waiver thereof unless made in writing and signed by an authorized officer of the Agent; provided however that no amendment, waiver or consent, unless in writing and signed by all of the Lenders, shall be effective to do any of the following: (a) reduce or forgive the payment of any Early Amortization Event principal, interest, Stamping Fees or any other amount payable by the Borrower pursuant to this Agreement; (b) postpone the date for payment of any amount payable by the Borrower pursuant to this Agreement; (c) release or discharge the Guarantee; (d) increase the Commitments of the Lenders or the Swing Line Commitment or subject the Lenders to any additional obligations; (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Credits, or the proportion of Lenders, which shall be required for the Lenders or any of them to take any action under this Agreement; (f) amend this Section 15.5 or Section 15.11; or (g) amend the definition of "Required Lenders"; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent and all of the Lenders, affect the rights or duties of the Agent under this Agreement. No written waiver shall preclude the further or other default hereunder given at exercise by the Agent or any time shall of the Lenders of any right, power or privilege under this Agreement, or extend to or apply to any further Event of Default. The Borrower shall be entitled to rely without further enquiry on any document or instrument and on any approval, instruction, waiver or other prior or subsequent Amortization Event or default. (b) As soon as practicable before expression given to it by the execution Agent purporting to indicate, and delivery of reasonably believed by the Borrower to be genuine, that any amendmentrequisite waiver, consent or waiver pursuant to Section 13.1(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority approval of the Holders of each affected Series Lenders hereunder has been obtained or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agencygranted. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, and the Servicer shall furnish copies of such amendment or consent to the Rating Agencies. (e) The manner of obtaining any waiver or consent given by the Certificateholders under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.

Amendment, Waiver, etc. No waiver or delay on the part of the Agent or any of the Lenders in exercising any right or privilege hereunder or under any other Document will operate as a waiver hereof or thereof unless made in writing and signed by an authorized officer of the Agent, provided however that no amendment, waiver or consent, unless in writing and signed by all of the Lenders, will be effective to do any of the following: (a) Except to reduce or forgive the extent provided otherwise hereinafter in clauses (i) through (iii)payment of any principal, the provisions of this Agreement may be amendedinterest, modified fees or waived from time to time any other amount payable by the Servicer, Transferor and Borrower pursuant to this Agreement; (b) postpone any maturity date of any amount payable by the Trustee, with Borrower pursuant to this Agreement; (c) increase the consent Commitments of the Required PersonsLenders or subject the Lenders to any additional obligations; (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Credits, or the number of Lenders, which will be required for the purpose Lenders or any of adding them to take any provisions to action under this Agreement; (e) amend this Section; or changing (f) release any material portion of the Security; and provided further that no amendment, waiver or consent will, unless in any manner writing and signed by the Agent and all of the Lenders, affect the rights or eliminating duties of the Agent under this Agreement. No written waiver will preclude the further or other exercise by the Agent or any of the provisions Lenders of this Agreement any right, power or of modifying in privilege hereunder or under any manner the rights of the Certificateholders; provided, however, that no such amendment, modification or waiver shall: (i) reduce in any manner the amount ofother Document, or delay the timing of, allocations, payments extend to or distributions in respect of the portion of the Invested Amount attributable to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders evidencing not less than a two-thirds majority of such Series or class; or (iii) amend, modify or waive any provision of this Agreement which requires the approval or consent of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior further Default or subsequent Amortization Event of Default. Each Lender acknowledges and agrees that a waiver of a Default or default. (b) As soon as practicable before an Event of Default shall not constitute a postponement of the execution and delivery Maturity Date of any amendment, consent amount payable hereunder or waiver pursuant to Section 13.1(a), but an increase in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent obligations or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution Commitment of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, and the Servicer shall furnish copies of such amendment or consent to the Rating AgenciesLender hereunder. (e) The manner of obtaining any waiver or consent given by the Certificateholders under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.

Amendment, Waiver, etc. (a) Except This Agreement and any Supplement may be amended from time to time by the Administrator, NAFCO and the Trustee (acting at the written direction of the Required Certificateholders) by a written instrument signed by each of them, without the consent of any of the Certificateholders but only to cure any ambiguities, or to cure, correct or supplement any provisions contained in this Agreement that may be defective or inconsistent with any other provision contained in this Agreement; provided, however, that such action shall not adversely affect in any material respect the interests of any Certificateholder (as evidenced by an Officer's Certificate of NAFCO). This Agreement and any Supplement may not be amended unless NAFCO shall have delivered the proposed amendment to the extent provided otherwise hereinafter in clauses Applicable Rating Agencies at least ten Business Days (ior such shorter period as shall be acceptable to each of them) through prior to the execution and delivery thereof and the Rating Agency Condition has been satisfied with respect to such amendment. (iii), the b) The provisions of this Agreement and any Supplement may also be amended, modified or waived from time to time by the ServicerAdministrator, Transferor NAFCO and the Trustee, Trustee with the consent of the Required Persons, Certificateholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment, modification or waiver shall: amendment shall (i) result in the Trust becoming an association taxable as a corporation or a "publicly traded partnership" within the meaning of the Internal Revenue Code, (ii) reduce in any manner the amount of, of or delay the timing ofof any distributions to be made to Certificateholders or deposits of amounts to be so distributed or the amount available under any Enhancement without the consent of each affected Certificateholder, allocations(iii) change the definition of or the manner of calculating the interest of any Certificateholder without the consent of each affected Certificateholder, payments or distributions in respect of (iv) reduce the portion of the Invested Amount attributable aforesaid percentage required to consent to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates such amendment without the consent of each Certificateholder of such Series or class, as applicable; (iiv) adversely affect the rating of any Series or class of Certificates Class by any Applicable Rating Agency without the consent of the Certificateholders Holders of the Certificates of such Series or Class evidencing not less than a two-thirds majority 66 2/3% of the aggregate unpaid principal amount of the Certificates of such Series or class; or (iii) amend, modify Class. NAFCO or waive any provision of this Agreement which requires the approval or consent of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or default. (bc) As soon as practicable before Promptly after the execution and delivery of any amendment, consent or waiver pursuant to Section 13.1(adescribed in clause (a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(cb), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies written notification of the substance of such amendment or consent to each Certificateholder, and the Servicer Administrator shall furnish copies written notification of the substance of such amendment or consent to the Applicable Rating AgenciesAgencies and each Enhancement Provider. (ed) The manner of obtaining It shall not be necessary for any waiver or consent given by the Certificateholders under this Section 13.1 13.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such waivers and consents and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement or any Supplement which would adversely affect in any material respect the interests of any Enhancement Provider without the consent of such Enhancement Provider. (f) If each Rating Agency Any Supplement executed in accordance with the provisions of Section 6.10 shall not have confirmed be considered an amendment to this Agreement for the initial rating on all the-issued and outstanding series purposes of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in this Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment13.01. (g) Each consent Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or waiver given permitted by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement and that all conditions precedent to such execution and delivery have been satisfied. The Trustee may, but shall not be conclusive and binding on obligated to, enter into any such Certificateholder and on all future Certificateholders and of any Certificate issued upon amendment which affects the transfer thereof Trustee's own rights, duties or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificateimmunities under this Agreement.

Amendment, Waiver, etc. (a) Except This Agreement and any Supplement may be amended from time to time by Servicer, Transferor and Trustee by a written instrument signed by each of them, without the consent of any of the Certificateholders, the Purchasers or the Agents; provided that such action shall not adversely affect in any material respect the interests of any Certificateholder or Purchaser; and provided further, that any amendment of this Agreement to effect any modification of the Bank Account arrangements pursuant to Section 3.3(c)(ii)(y) shall not require the consent of any of the Certificateholders or the Purchasers. This Agreement and any Supplement may not be amended unless Transferor shall have delivered the proposed amendment to each Agent and the Rating Agencies at least ten Business Days (or such shorter period as shall be acceptable to each of them) prior to the extent provided otherwise hereinafter execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; provided, however, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in clauses (i) through (iii)this Agreement or such Supplement. Notwithstanding anything in this Section 13.1 to the contrary, the Supplement with respect to any Series may be amended on the terms and in accordance with the procedures provided in such Supplement. (b) Any PI Agreement may be amended from time to time by the parties thereto but without the consent of the Investor Certificateholders; provided that any amendment will not adversely affect in any material respect the interests of the Certificateholders, as evidenced by an Officer's Certificate of Servicer; provided further, that any amendment of this Agreement to effect any modification of the Bank Account arrangements pursuant to Section 3.3(c)(ii)(y) shall not require the consent of any of the Certificateholders or the Purchasers. No PI Agreement may be amended unless Transferor shall have delivered the proposed amendment to each Agent and the Rating Agencies at least ten Business Days (or such shorter period as shall be acceptable to each of them) prior to the execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; provided, however, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in such PI Agreement. (c) The provisions of this Agreement, any Supplement and any PI Agreement may also be amended, modified or waived from time to time by the Servicer, Transferor and the Trustee, Trustee with the consent of: (i) in the case of this Agreement or any Supplement, (A) the Required PersonsSeries Holders of each affected Series and (B) if any Purchased Interest shall or would be adversely affected, each Agent of a Purchaser, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the CertificateholdersCertificateholders or the Purchasers; provided, however, provided that no such amendment, modification or waiver shall: amendment shall (iw) reduce in any manner the amount of, of or delay the timing of, allocations, payments of any distributions to be made to Investor Certificateholders or distributions in respect deposits of amounts to be so distributed or the portion of the Invested Amount attributable to amount available under any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates Enhancement without the consent of each affected Certificateholder, (x) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of such Series each affected Investor Certificateholder, (y) reduce the aforesaid percentage required to consent to any amendment without the consent of each Investor Certificateholder or class, as applicable; (iiz) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders Holders of Investor Certificates of the Series or class evidencing not less than 66 2/3% of the aggregate unpaid principal amount of the Investor Certificates of the Series or class or (ii) in the case of any PI Agreement, (A) each Agent of a two-thirds majority Purchaser and the other parties thereto and (B) if any Series of Investor Certificates shall or would be adversely affected, the Required Series Holders of each such adversely affected Series. It is understood that the consent of the Required Series Holders of any Series or the Agent of a Purchaser shall not be required for any amendment, modification or waiver if all amounts owed to the Holders of such Series or classsuch Purchaser (as the case may be) will be paid (and any commitments of such Holders or Purchaser will terminate) prior to, or contemporaneously with, the effectiveness of such amendment, modification or waiver; or (iii) amendprovided further, modify or waive that any provision amendment of this Agreement which requires to effect any modification of the approval or consent of a specified percentage of Certificateholders without Bank Account arrangements pursuant to Section 3.3(c)(ii)(y) shall not require the consent of any of the same percentage Certificateholders or the Purchasers. No PI Agreement may be amended unless Transferor shall have delivered the proposed amendment to the Agent and the Rating Agencies at least ten Business Days (or such shorter period as shall be acceptable to each of Certificateholdersthem) prior to the execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; provided, however, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in such PI Agreement. The Transferor or Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Early Amortization Event or default. (b) As soon as practicable before the execution and delivery of any amendment, consent or waiver pursuant to Section 13.1(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiverwaiver described in subsection (b) or (c), the Trustee shall furnish copies written notification of such the substance of the amendment or consent to each Investor Certificateholder, and the Servicer shall furnish copies written notification of such the substance of the amendment or consent to the Rating AgenciesAgency and each Enhancement Provider. (e) The manner of obtaining It shall not be necessary for any waiver or consent given by the Certificateholders under this Section 13.1 section to approve the particular form of any proposed amendment, but it shall be sufficient if the consent shall approve the substance thereof. The manner of obtaining such waivers and consents and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed Notwithstanding anything in this section to the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any contrary, no amendment or modification of, or supplement tomay be made to this Agreement, any Purchase Supplement or any PI Agreement and that would adversely affect in any material respect the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder interests of such Series has consented to such amendmentany Enhancement Provider without the consent of the Enhancement Provider. (g) Each consent Any Supplement or waiver given by any Certificateholder PI Agreement executed in connection accordance with any matter described in the provisions of Section 13.1 or in any other provision 6.10 shall not be considered an amendment to this Agreement for the purposes of this Agreement section. (h) Prior to the execution of any amendment to this Agreement, Trustee shall be conclusive entitled to receive and binding on rely upon an Opinion of Counsel stating that the execution of the amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery have been satisfied. Trustee may, but shall not be obligated to, enter into any amendment that affects Trustee's own rights, duties or immunities under this Agreement. (i) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement unless Transferor shall have delivered to Trustee, the Rating Agencies, each Purchaser and each Enhancement Provider a Tax Opinion with respect to such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificateamendment.

Amendment, Waiver, etc. (a) Except This Agreement and any Supplement may be amended from time to time by the Administrator, NAFCO and the Trustee by a written instrument signed by each of them, without the consent of any of the Certificateholders but only to cure any ambiguities, or to cure, correct or supplement any provisions contained in this Agreement that may be defective or inconsistent with any other provision contained in this Agreement; provided, however, that such action shall not adversely affect in any material respect the interests of any Certificateholder (as evidenced by an Officer's Certificate of NAFCO). This Agreement and any Supplement may not be amended unless NAFCO shall have delivered the proposed amendment to the extent provided otherwise hereinafter in clauses Applicable Rating Agencies at least ten Business Days (ior such shorter period as shall be acceptable to each of them) through prior to the execution and delivery thereof and the Rating Agency Condition has been satisfied with respect to such amendment. (iii), the b) The provisions of this Agreement and any Supplement may also be amended, modified or waived from time to time by the ServicerAdministrator, Transferor NAFCO and the Trustee, Trustee with the consent of of: the Required Persons, Certificateholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment, modification or waiver shall: amendment shall (i) result in the Trust becoming an association taxable as a corporation or a "publicly traded partnership" within the meaning of the Internal Revenue Code, (ii) reduce in any manner the amount of, of or delay the timing ofof any distributions to be made to Certificateholders or deposits of amounts to be so distributed or the amount available under any Enhancement without the consent of each affected Certificateholder, allocations(iii) change the definition of or the manner of calculating the interest of any Certificateholder without the consent of each affected Certificateholder, payments or distributions in respect of (iv) reduce the portion of the Invested Amount attributable aforesaid percentage required to consent to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates such amendment without the consent of each Certificateholder of such Series or class, as applicable; (iiv) adversely affect the rating of any Series or class of Certificates Class by any Applicable Rating Agency without the consent of the Certificateholders Holders of the Certificates of such Series or Class evidencing not less than a two-thirds majority 66 2/3% of the aggregate unpaid principal amount of the Certificates of such Series or class; or (iii) amend, modify Class. NAFCO or waive any provision of this Agreement which requires the approval or consent of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or default. (bc) As soon as practicable before Promptly after the execution and delivery of any amendment, consent or waiver pursuant to Section 13.1(adescribed in clause (a) or (b), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies written notification of the substance of such amendment or consent to each Certificateholder, and the Servicer Administrator shall furnish copies written notification of the substance of such amendment or consent to the Applicable Rating AgenciesAgencies and each Enhancement Provider. (ed) The manner of obtaining It shall not be necessary for any waiver or consent given by the Certificateholders under this Section 13.1 13.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such waivers and consents and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement or any Supplement which would adversely affect in any material respect the interests of any Enhancement Provider without the consent of such Enhancement Provider. (f) If each Rating Agency Any Supplement executed in accordance with the provisions of Section 6.10 shall not have confirmed be considered an amendment to this Agreement for the initial rating on all the-issued and outstanding series purposes of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in this Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment13.01. (g) Each consent Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or waiver given permitted by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement and that all conditions precedent to such execution and delivery have been satisfied. The Trustee may, but shall not be conclusive and binding on obligated to, enter into any such Certificateholder and on all future Certificateholders and of any Certificate issued upon amendment which affects the transfer thereof Trustee's own rights, duties or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificateimmunities under this Agreement.

Amendment, Waiver, etc. (a) Except This Agreement, any Supplement and any Intercreditor Agreement may be amended from time to time by Servicer, Transferor and Trustee by a written instrument signed by each of them, without the consent of any of the Certificateholders, the Purchasers or the Agents; provided that such action shall not adversely affect in any material respect the interests of any Certificateholder or Purchaser, as evidenced by an Officer's Certificate of Servicer; and provided further, that any amendment of this Agreement to effect any modification of the Bank Account arrangements pursuant to Section 3.3(c)(ii) shall not require the consent of any of the Certificateholders, the Purchasers or the Agents. None of this Agreement, any Supplement, the Purchase Agreement or any Intercreditor Agreement may be amended unless Transferor shall have delivered the proposed amendment to each Agent and the Rating Agencies at least ten Business Days (or such shorter period as shall be acceptable to each of them) prior to the extent provided otherwise hereinafter execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; provided, however, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in clauses (i) through (iii)this Agreement or such Supplement. Notwithstanding anything on this Section 13.1 to the contrary, the Supplement with respect to any Series may be amended on the terms and in accordance with the procedures provided in such Supplement. (b) Any PI Agreement with respect to a Purchased Interest may be amended from time to time in accordance with the terms thereof without the consent of the Investor Certificateholders; provided that any amendment will not adversely affect in any material respect the interests of the Holders of any Series or other Purchased Interest, as evidenced by an Officer's Certificate of Servicer. No PI Agreement may be amended unless Transferor shall have delivered the proposed amendment to each Agent and the Rating Agencies at least ten Business Days (or such shorter period as shall be acceptable to each of them) prior to the execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; provided, however, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in such PI Agreement. (c) The provisions of this Agreement, any Supplement, any Intercreditor Agreement and any PI Agreement may also be amended, modified or waived from time to time by the Servicer, Transferor and the Trustee, Trustee with the consent of: (i) in the case of this Agreement or any Supplement, (A) the Required PersonsSeries Holders of each affected Series and (B) if any Purchased Interest shall or would be adversely affected, each Agent of a Purchaser, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the CertificateholdersCertificateholders or the Purchasers; provided, however, provided that no such amendment, modification or waiver shall: amendment shall (iw) reduce in any manner the amount of, of or delay the timing of, allocations, payments of any distributions to be made to Investor Certificateholders or distributions in respect deposits of amounts to be so distributed or the portion of the Invested Amount attributable to amount available under any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates Enhancement without the consent of each affected Certificateholder, (x) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of such Series each affected Investor Certificateholder, (y) reduce the aforesaid percentage required to consent to any amendment without the consent of each Investor Certificateholder or class, as applicable; (iiz) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders Holders of Investor Certificates of the Series or class evidencing not less than 66 2/3% of the aggregate unpaid principal amount of the Investor Certificates of the Series or class or (ii) in the case of any PI Agreement, (A) each Agent of a two-thirds majority Purchaser and the other parties thereto and (B) if any Series of Investor Certificates shall or would be adversely affected, the Required Series Holders of each such adversely affected Series. It is understood that the consent of the Required Series Holders of any Series or the Agent of a Purchaser shall not be required for any amendment, modification or waiver if all amounts owed to the Holders of such Series or classsuch Purchaser (as the case may be) will be paid (and any commitments of such Holders or Purchaser will terminate) prior to, or contemporaneously with, the effectiveness of such amendment, modification or waiver; or (iii) amendprovided further, modify or waive that any provision amendment of this Agreement which requires to effect any modification of the approval or consent of a specified percentage of Certificateholders without Bank Account arrangements pursuant to Section 3.3(c)(ii) shall not require the consent of any of the same percentage Certificateholders, the Purchasers or the Agents. No PI Agreement may be amended unless Transferor shall have delivered the proposed amendment to each Agent and the Rating Agencies at least ten Business Days (or such shorter period as shall be acceptable to each of Certificateholdersthem) prior to the execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; provided, however, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in such PI Agreement. The Transferor or Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Early Amortization Event or default. (b) As soon as practicable before the execution and delivery of any amendment, consent or waiver pursuant to Section 13.1(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiverwaiver described in subsection (b) or (c), the Trustee shall furnish copies written notification of such the substance of the amendment or consent to each Investor Certificateholder, and the Servicer shall furnish copies written notification of such the substance of the amendment or consent to the Rating AgenciesAgency and each Enhancement Provider. (e) The manner of obtaining It shall not be necessary for any waiver or consent given by the Certificateholders under this Section 13.1 section to approve the particular form of any proposed amendment, but it shall be sufficient if the consent shall approve the substance thereof. The manner of obtaining such waivers and consents and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency Notwithstanding anything in this section to the contrary, no amendment may be made to this Agreement, any Supplement or any PI Agreement that would adversely affect in any material respect the interests of any Enhancement Provider without the consent of the Enhancement Provider (it being understood that Trustee shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes be responsible for making a determination as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendmentadverse effect). (g) Each consent Any Supplement or waiver given by any Certificateholder PI Agreement executed in connection accordance with any matter described in the provisions of Section 13.1 or in any other provision 6.10 shall not be considered an amendment to this Agreement for the purposes of this Agreement section. (h) Prior to the execution of any amendment to this Agreement, Trustee shall be conclusive entitled to receive and binding on rely upon an Opinion of Counsel stating that the execution of the amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery have been satisfied. Trustee may, but shall not be obligated to, enter into any amendment that affects Trustee's own rights, duties or immunities under this Agreement. (i) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement unless Transferor shall have delivered to Trustee, the Rating Agencies, each Purchaser and each Enhancement Provider a Tax Opinion with respect to such Certificateholder and on all future Certificateholders and of amendment (provided that such opinion with respect to any Certificate issued upon Series or Purchased Interest shall be limited to the transfer thereof Tax Opinion required by the related Supplement or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such CertificatePI Agreement).

Amendment, Waiver, etc. (a) Except In order that the Company not be entitled to discriminate among the extent provided otherwise hereinafter in clauses (i) through (iii)Holder and the holders of the Other Notes, the provisions of neither this Agreement Note or any Other Note nor any terms hereof or thereof may be amendedchanged, modified waived, discharged or waived from time to time terminated unless such change, waiver, discharge or termination is in writing signed by the Servicer, Transferor Company and the TrusteeMajority Holders, with the consent of the Required Persons, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, provided that no such amendmentchange, modification waiver, discharge or waiver termination shall: (i) reduce in any manner the amount of, or delay the timing of, allocations, payments or distributions in respect of the portion of the Invested Amount attributable to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders evidencing not less Holder and the holders of the Other Notes affected thereby (i) extend any scheduled Installment Maturity Date or the Final Maturity Date of this Note or any Other Note, or reduce the rate or extend the time of payment of interest (other than as a tworesult of waiving the applicability of any post-thirds majority of such Series default increase in interest rates) hereon or class; or reduce the principal amount or the Repurchase Price hereof or reduce the Optional Redemption Price, (ii) increase the Conversion Price or change the method by which the Conversion Price is adjusted so as to affect the Holder adversely, (iii) amend, modify or waive any provision of this Agreement which requires Section 7(c), (iv) reduce any percentage specified in, or otherwise modify, the approval definition of Majority Holders, (v) modify the provisions of this Note in a manner that adversely treats the obligations or consent rights of a specified percentage the Holder differently than it treats the obligations or rights of Certificateholders without the holders of the Other Notes, or (vi) decrease the Holder’s Restricted Ownership Percentage. Notwithstanding anything to the contrary contained herein, no amendment or waiver shall increase or eliminate the Restricted Ownership Percentage, whether permanently or temporarily, unless, in addition to complying with the other requirements of this Note and obtaining the written consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or default. (b) As soon as practicable before the execution and delivery of any amendmentPurchaser, consent or waiver pursuant to Section 13.1(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, waiver shall have been approved in accordance with the Virginia Stock Corporation Act and the Servicer shall furnish copies Company’s by-laws by holders of the outstanding shares of Common Stock entitled to vote at a meeting or by written consent in lieu of such amendment or consent to the Rating Agenciesmeeting. (e) The manner of obtaining any waiver or consent given by the Certificateholders under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.

Amendment, Waiver, etc. (a) Except This Agreement may be amended from time to time by Servicer, Issuer and Trustee by a written instrument signed by each of them, without the consent of any of the Noteholders; PROVIDED that such action shall not materially adversely affect the interests of any Noteholder or affect the powers and duties of Issuer and PROVIDED FURTHER, that any amendment of this Agreement to effect any modification of the Bank Account arrangements pursuant to SECTION 3.3(c)(ii)(y) shall not require the consent of any of the Noteholders. This Agreement may not be amended unless Issuer shall have delivered the proposed amendment to the extent provided otherwise hereinafter in clauses Rating Agencies (i) through (iii)or if no Outstanding Notes are rated, the Noteholders) at least ten Business Days (or such shorter period as shall be acceptable to each of them) prior to the execution and delivery thereof and the Modification Condition has been satisfied with respect to such amendment; PROVIDED, HOWEVER, that the Modification Condition shall not apply to proposed amendments the purpose of which is to correct any ambiguities or inconsistencies in this Agreement or to conform this Agreement to the descriptions contained in the Offering Memorandum. (b) The provisions of this Agreement may also be amended, modified or waived from time to time by the Servicer, Transferor Issuer and the Trustee, Trustee with the consent of the Required PersonsHolders (or in the case of a waiver of an Event of Default under SECTION 9.1(l), the consent of the Specified Holders) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, Noteholders PROVIDED that no such amendment, modification or waiver shall: amendment shall (iv) reduce in any manner the amount of, of or delay the timing of, allocations, of any payments to be made to Noteholders or distributions in respect deposits of the portion of the Invested Amount attributable amounts to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates be so paid without the consent of each Certificateholder affected Noteholder, (w) change the definition of such Series or classthe manner of calculating the interest payable to any Noteholder without the consent of each affected Noteholder, as applicable; (iix) reduce the aforesaid percentage required to consent to any amendment without the consent of each Noteholder, (y) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders Holders of Notes of the class evidencing not less than a two-thirds majority 100% of such Series the aggregate unpaid principal amount of the Notes of the class or class; or (iiiz) amend, modify or waive any provision of this Agreement which requires permits the approval or consent creation of a specified percentage Lien on any of Certificateholders the Collateral without the consent of 100% of the same percentage Holders of Certificateholdersthe Notes. The It is understood that the consent of the Required Holders shall not be required for any amendment, modification or waiver if all amounts owed to the Holders will be paid (and any commitments of such Holders will terminate) prior to, or contemporaneously with, the effectiveness of such amendment, modification or waiver; PROVIDED FURTHER, that any amendment of this Agreement to effect any modification of the Bank Account arrangements pursuant to SECTION 3.3(c)(ii)(y) shall not require the consent of any of the Noteholders. Issuer or Trustee shall establish a record date for determining which Certificateholders Noteholders may give such waivers and consents. No waiver of any Early Amortization Event of Default or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event of Default or default. (bc) As soon as practicable before Promptly after the execution and delivery of any amendment, consent or waiver pursuant to Section 13.1(adescribed in SUBSECTION (b), but in no event later than twenty Business Days prior Trustee shall furnish written notification of the substance of the amendment or consent to such execution each Noteholder, and delivery, the Servicer shall deliver a copy furnish written notification of such proposed amendment, the substance of the amendment or consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee It shall furnish copies of such amendment or consent to each Certificateholder, and the Servicer shall furnish copies of such amendment or consent to the Rating Agencies. (e) The manner of obtaining not be necessary for any waiver or consent given by the Certificateholders Noteholders under this Section 13.1 section to approve the particular form of any proposed amendment, but it shall be sufficient if the consent shall approve the substance thereof. The manner of obtaining such waivers and consents and of evidencing the authorization of the execution thereof by the Certificateholders Noteholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Prior to the execution of any amendment to this Agreement, Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of the amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery have been satisfied. Trustee may, but shall not be obligated to, enter into any amendment that affects Trustee's own rights, duties or immunities under this Agreement. (f) If each Rating Agency Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement unless Issuer shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement delivered to Trustee and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented Rating Agencies a Tax Opinion with respect to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.

Amendment, Waiver, etc. (a) Except to the extent provided otherwise hereinafter in clauses (i) through (iii), the provisions Any provision of this Agreement may be amended, waived or modified if, and only if, such amendment, waiver or waived from time to time by modification is in writing and signed, (i) in the Servicercase of an amendment or waiver of any provision of Article II, Transferor and the Trustee, with the consent of the Required Persons, for the purpose of adding any provisions to Section 9.9 or changing in any manner or eliminating any of the provisions this Section 12.2 of this Agreement or of modifying in any manner provision that by its terms requires or contemplates the rights approval of or otherwise refers to the Alibaba Independent Committee, by the Purchaser, by the Seller after obtaining consent of the Certificateholders; providedAlibaba Independent Committee, howeverand by SoftBank, (ii) in the case of an amendment of any other provision of this Agreement, by (A) the Purchaser and the Seller and (B) any Party other than the Purchaser and the Seller Parties that no is adversely and directly affected by such amendment, modification or (iii) in the case of a waiver shall: (i) reduce in of any manner other provision of this Agreement, by the amount ofParty against whom the waiver is to be effective, or delay (iv) in the timing of, allocations, payments or distributions in respect case of the portion execution of the Invested Amount attributable Joinder Agreement, by the Seller, the Purchaser and the Seller Designated Investment Entity. Furthermore, the Parties shall not, and shall not permit any of their respective Subsidiaries party to any Series SME Loan Know-How License Agreement to, amend, waive or class modify any provision of Certificates, yield on any Series Article 3 or class Appendix 2 of Certificates or other distributions on any Series or class of Certificates such SME Loan Know-How License Agreement without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the prior written consent of the Certificateholders evidencing not less than a two-thirds majority of such Series or class; or (iii) amend, modify or waive any provision of this Agreement which requires the approval or consent of a specified percentage of Certificateholders without the consent of the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers Alibaba Independent Committee and consentsSoftBank. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any Early Amortization Event other right, power or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or defaultprivilege. (b) As soon as practicable before the execution All material actions, consents, determinations, and delivery of any amendmentapprovals, consent or waiver pursuant to including in connection with amendments and waivers under Section 13.1(a12.2(a), but in no event later than twenty Business Days prior to such execution and delivery, the Servicer shall deliver a copy of such proposed amendment, consent be taken or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement of this Section 13.1(c), no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, and the Servicer shall furnish copies of such amendment or consent to the Rating Agencies. (e) The manner of obtaining any waiver or consent given made by the Certificateholders Seller or its controlled Affiliates under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in Transaction Document (other than any other provision such matters that require the approval of this Agreement the Alibaba Independent Committee) shall be conclusive and binding on taken or made solely with prior approval of the Seller Audit Committee or any person to whom the Seller Audit Committee delegates such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificatematters.

Amendment, Waiver, etc. (a) Except In order that the Company not be entitled to discriminate among the extent provided otherwise hereinafter in clauses (i) through (iii)Holder and the holders of the Other Note, the provisions of neither this Agreement Note or any Other Note nor any terms hereof or thereof may be amendedchanged, modified waived, discharged or waived from time to time terminated unless such change, waiver, discharge or termination is in writing signed by the Servicer, Transferor Company and the TrusteeMajority Holders, with the consent of the Required Persons, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, provided that no such amendmentchange, modification waiver, discharge or waiver termination shall: (i) reduce in any manner the amount of, or delay the timing of, allocations, payments or distributions in respect of the portion of the Invested Amount attributable to any Series or class of Certificates, yield on any Series or class of Certificates or other distributions on any Series or class of Certificates without the consent of each Certificateholder of such Series or class, as applicable; (ii) adversely affect the rating of any Series or class of Certificates by any Rating Agency without the consent of the Certificateholders evidencing not less Holder and the holders of the Other Note affected thereby (i) extend any scheduled Installment Maturity Date or the Final Maturity Date of this Note or any Other Note, or reduce the rate or extend the time of payment of interest (other than as a tworesult of waiving the applicability of any post-thirds majority default increase in interest rates) hereon or reduce the principal amount or the Repurchase Price hereof or reduce or change the form, amount or relative amounts of such Series the components of the Optional Redemption Consideration, (ii) increase the Conversion Price or class; or change the method by which the Conversion Price is adjusted so as to affect the Holder adversely, (iii) release any Collateral or reduce the amount of Collateral required to be deposited or maintained by the Company pursuant to the Security Agreement, except as expressly provided in the Security Agreement, (iv) amend, modify or waive any provision of this Agreement which requires Section 7(c), (v) reduce any percentage specified in, or otherwise modify, the approval definition of Majority Holders or consent (vi) except as provided in this Note, change the method of calculating the Interest Share Price or the Optional Redemption Consideration in a specified percentage of Certificateholders without manner adverse to the consent of Holder. Notwithstanding anything to the same percentage of Certificateholders. The Trustee shall establish a record date for determining which Certificateholders may give such waivers and consents. No waiver of any Early Amortization Event or other default hereunder given at any time shall apply to any other prior or subsequent Amortization Event or default. (b) As soon as practicable before the execution and delivery of any amendmentcontrary contained herein, consent no amendment or waiver pursuant to shall increase or eliminate the Restricted Ownership Percentage or the percentage set forth in Section 13.1(a2(c)(9)(A), but whether permanently or temporarily, unless, in no event later than twenty Business Days prior addition to such execution and delivery, complying with the Servicer shall deliver a copy of such proposed amendment, consent or waiver to the Rating Agencies and each Certificateholder. (c) Unless the requisite percentage of a Series or class of Certificates shall approve an amendment, consent or waiver pursuant to Section 13.1(a)(iii) above, or the majority of the Holders of each affected Series or class waive the requirement other requirements of this Section 13.1(c)Note, no such amendment to this Agreement shall become effective unless each Rating Agency, after having reviewed such amendment, shall have confirmed the initial rating of the then-issued and outstanding Series or class of Certificates that were rated by such Rating Agency. (d) Promptly after the execution of any such amendment, consent or waiver, the Trustee shall furnish copies of such amendment or consent to each Certificateholder, waiver shall have been approved in accordance with the Texas Business Corporation Act and the Servicer shall furnish copies Company’s by-laws by holders of the outstanding shares of Common Stock entitled to vote at a meeting or by written consent in lieu of such amendment or consent to the Rating Agenciesmeeting. (e) The manner of obtaining any waiver or consent given by the Certificateholders under this Section 13.1 and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (f) If each Rating Agency shall not have confirmed the initial rating on all the-issued and outstanding series of Certificates rated by such Rating Agency after they have reviewed any amendment or modification of, or supplement to, any Purchase Agreement and the Buyer Notes as provided in Section 7.2(j), then such amendment, modification or supplement shall only become effective if each Certificateholder of such Series has consented to such amendment. (g) Each consent or waiver given by any Certificateholder in connection with any matter described in Section 13.1 or in any other provision of this Agreement shall be conclusive and binding on such Certificateholder and on all future Certificateholders and of any Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof whether or not notation of such consent is made upon such Certificate.