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

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accounts. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina TrustDepositor Loan Trustee, the Issuer and the Issuer Loan Trustee, by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement Condition shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina TrustDepositor, the Depositor Loan Trustee, the Issuer and the Issuer Loan Trustee, by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement Condition shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina TrustDepositor, the Depositor Loan Trustee, the Issuer and the Issuer Loan Trustee, by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement Condition with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accountsincome. (b) Without limiting Section 10.01(a), this This Agreement may also be amended from time to time by the Servicer, the North Carolina TrustDepositor, the Depositor Loan Trustee, the Issuer and the Issuer Loan Trustee, with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall directly or indirectly (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, amendment without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency Agency, the Issuer and the Issuer Loan Trustee for the benefit of the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee, or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no . No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuerhereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections Section 5.02, Section 6.02 and Section 6.05, no party may assign any interest in this Agreement, except that (i) each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, Depositor and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement add provisions addressing any amendment to the description hereof in Intercreditor Agreement and Intercreditor Security Agreement which has otherwise been consented to by Xxxxx Fargo Bank, National Association, as agent and the PPMother warehouse facility agents party thereto, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendmentIssuer. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendmentEffect. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accounts. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accountsincome. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accounts.. SALE AND SERVICING AGREEMENT (RMIT 2022-2B) - Page 32 (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accountsincome. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina TrustDepositor, the Depositor Loan Trustee, the Issuer and the Issuer Loan Trustee, by a written instrument signed by each of them, but without upon the consent of any of the Required Noteholders; , provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement Condition shall have been satisfied with respect to any such amendment. Notwithstanding anything else to ; and provided, further, any amendment which affects the contrary hereinrights, this Agreement may be amended by the Servicerduties, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent immunities or liabilities of the Noteholders, upon satisfaction of Administrative Agent shall also require the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the IssuerAdministrative Agent’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accounts. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor prior written consent; and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, howeverfurther, that no such amendment effected pursuant to this clause (b) shall directly or indirectly (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, amendment without the consent of each Noteholder; and provided further that, to the extent an amendment or waiver of a corresponding provision of the Indenture would require the consent of each affected Holder or of a higher percentage of Holders, any amendment or waiver of this Agreement requires the consent of the same percentage of Holders. (cb) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee Trustee, the Administrative Agent and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each the Rating Agency Agency, the Issuer and the Issuer Loan Trustee for the benefit of the Issuer. (dc) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders or by the Administrative Agent acting on their behalf shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (ed) The Required Noteholders (or the Administrative Agent acting on their behalf) may, on behalf of all Noteholders, waive any default by the Depositor, the Depositor Loan Trustee, the Issuer, the Issuer Loan Trustee, or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no . No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (fe) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuerhereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (gf) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (hg) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (ih) Except as contemplated in Sections Section 5.02, Section 6.02 and Section 6.05, no party may assign any interest in this Agreement, except that (i) each of the Issuer and the Issuer Loan Trustee for the benefit of the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Servicing Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, Co-Issuers and the Issuer Loan Trustee, by a written instrument signed by each of them, but without consent of any of the Noteholders, Noteholders (i) to cure any ambiguity, to correct or supplement any provisions provision herein which that may be inconsistent with any other provisions provision herein, or (ii) as may be necessary or advisable in order to conform avoid the terms imposition of this Agreement to the description hereof in the PPM, any withholding taxes or (iii) to add state or local income or franchise taxes imposed on any other provisions with respect to matters Co-Issuer’s property or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreementits income; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or Loan Trustees as evidenced by an Officer’s Certificate of the Depositor each Co-Issuer to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendmentLoan Trustees. Additionally, this Servicing Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor Co-Issuers and the Issuer Loan Trustees, by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided , provided, however, that the party requesting such amendment shall, at its own expense, provide the Indenture Trustee with an Opinion of Counsel and an Officer’s Certificate each stating that such amendment: (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect materially adversely affect the interests of the Noteholders and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, is permitted by this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Servicing Agreement, including but not limited to adding and/or removing one or more Intercreditor Accounts. (b) Without limiting Section 10.01(a), this This Servicing Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor Co-Issuers and the Issuer Loan Trustees, with the consent of the Required Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Servicing Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall directly or indirectly (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, amendment without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer Co-Issuers shall furnish notification of the substance a copy of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 7.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the any Co-Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Servicing Agreement; provided that no . No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Loan Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture such Loan Trustee’s rights, duties, benefits, protections, privileges or immunities under this Servicing Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuerhereunder, each of the Owner Trustee and the Indenture Loan Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate Counsel, at the expense of the party requesting such amendment, to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Servicing Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 This Servicing Agreement shall bind and inure to the contrarybenefit of and be enforceable by the Servicer, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without Co-Issuers and the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Loan Trustees and their respective successors and assigns. Except as contemplated in Sections 5.02, 6.02 Section 4.02 and 6.05Section 4.05, no party to this Servicing Agreement may assign any interest in this Servicing Agreement, except that (i) the any Co-Issuer may assign their its interest in this Servicing Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accountsincome. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture.. SALE AND SERVICING AGREEMENT (RMIT 2020-1) - Page 33 - (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor Accountsincome. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each the Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no . No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.

Amendment; Waiver of Past Defaults; Assignment. (a) This Agreement may be amended from time to time by the Servicer, the Depositor, the North Carolina Trust, and the Issuer by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (ii) to conform the terms of this Agreement to the description hereof in the PPM, or (iii) to add any other provisions with respect to matters or questions arising under or related to this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Depositor to such effect delivered to the Indenture Trustee and the Issuer and the Rating Agency Notice Requirement shall have been satisfied with respect to such amendment. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a supplement certificate or to change the definition of Collection Period, Monthly Determination Date or Payment Date) by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Depositor shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate, dated the date of any such amendment, stating that the Depositor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Notice Requirement shall have been satisfied with respect to any such amendment. Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the North Carolina Trust, the Depositor and the Issuer by a written instrument signed by each of them, but without the consent of the Noteholders, upon satisfaction of the Rating Agency Notice Requirement with respect to such amendment (without anything further) as may be necessary or advisable in order (a) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income or (b) to amend make changes to facilitate the Intercreditor Agreement, including but not limited to adding and/or removing one or more Intercreditor AccountsElectronic Chattel Paper Condition. (b) Without limiting Section 10.01(a), this Agreement may also be amended from time to time by the Servicer, the North Carolina Trust, the Depositor and the Issuer with the consent of the Required Noteholders, 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 Noteholders; provided, however, that no such amendment effected pursuant to this clause (b) shall (i) reduce in any manner the amount of or delay the timing of any distributions (changes in Early Amortization Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) to be made to Noteholders or deposits of amounts to be so distributed without the consent of each affected Noteholder, (ii) change the definition of or the manner of calculating the interest of any Noteholder without the consent of each affected Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case, without the consent of each Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Noteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and the Issuer. (d) It shall not be necessary for the consent of Noteholders (if required) under this Section 10.01 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 consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) The Required Noteholders may, on behalf of all Noteholders, waive any default by the Depositor, the Issuer or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders). Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (f) Any amendment hereunder which affects the rights, duties, immunities or liabilities of the Owner Trustee or the Indenture Trustee shall require the Owner Trustee’s or the Indenture Trustee’s, as applicable, written consent. Each of the Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder on behalf of the Issuer, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent thereto have been satisfied and that such amendment is permitted under the terms of this Agreement. All reasonable fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred in connection with any such amendment will be payable by the Issuer in accordance with and subject to Section 8.06 of the Indenture. (g) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of any Subservicer without the consent of such Subservicer. (h) Notwithstanding anything in this Section 10.01 to the contrary, no amendment may be made to this Agreement which would adversely affect in any material respect the rights or obligations of the Indenture Trustee without the consent of the Indenture Trustee. (i) Except as contemplated in Sections 5.02, 6.02 and 6.05, no party may assign any interest in this Agreement, except that (i) the Issuer may assign their interest in this Agreement to the Indenture Trustee under the Indenture and (ii) any party may assign its interest in this Agreement to any other Person if (A) at least ten days prior to the assignment notice is given to each other party hereto, and (B) each other party gives its prior written consent to the assignment.