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

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided that (i) the Transferors shall have delivered to the Trustee Officer’s Certificates of the Transferors, dated the date of any such amendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, Certificate or to change the definition of Monthly Due Period, Determination Date or Distribution Date) by the Servicer, the Transferors Sellers and the Trustee, by a written instrument signed by each of them, Trustee without the consent of any of the Certificateholders; , provided that (i) such action shall not, as evidenced by an Opinion of Counsel for the Transferors Sellers, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder or (ii) in the case of an amendment to change the definition of Due Period, the Sellers shall each have delivered to the Trustee Officer’s Certificates and each Series Enhancer a certificate of the Transferorsa Vice President or more senior officer, dated the date of any such amendment, stating that the Transferors such Seller reasonably believe believes that such amendment will not have an Adverse Effect and (ii) is not reasonably expected to have an Adverse Effect at any time in the future; provided, however, that the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Sellers and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse EffectSeries, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (Class. Any amendment to be effected pursuant to this paragraph shall be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action shall not, as evidenced by an Opinion of Counsel for the Sellers, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be deemed to occur if obligated to, enter into any such amendment which affects the Rating Agency Condition shall have been satisfied with respect to such amendment)Trustee’s rights, duties or immunities under this Agreement or otherwise. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series Series, or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classesclasses, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Sellers 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator and the TrusteeIssuing Entity, by a written instrument signed by each of them, without the consent of the Indenture Trustee, the Collateral Agent or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuing Entity at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to any add, modify or eliminate such amendment; provided further that such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (x) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Internal Revenue Code, and (y) to avoid the imposition of state or local income or franchise taxes on the Trust’s property or its income; provided, however, that (A) the Transferor delivers to the Indenture Trustee, the Owner Trustee and the Collateral Agent an Officer’s Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection and (B) such amendment does not affect the rights, duties, benefits, protections, privileges or any Supplement which may be defective immunities of the Indenture Trustee, the Owner Trustee (as such or inconsistent with any provisions thereof. (bin its individual capacity) or the Collateral Agent hereunder. This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Administrator and the Trustee (A) in the case Issuing Entity by a written instrument signed by each of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificatesthem, with without the consent of Holders of Investor Certificates evidencing not less than 50% the Indenture Trustee or any of the aggregated unpaid principal amount Noteholders and without satisfaction of the Investor Certificates of each outstanding Series affected by Note Rating Agency Condition to add, modify or eliminate such change, unless such change is provisions as may be necessary for compliance with to satisfy accounting requirements for off-balance sheet treatment that existed under SFAS 140 for the Collateral of the Issuing Entity. Any amendments regarding the addition or tax removal of Collateral Certificates or Receivables to or from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall be considered amendments to this Agreement; provided, however, that such amendments shall be exempt from the requirements or required to cure any ambiguity or correct or supplement any provision contained described in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof subsections 12.01(a) and (Bb). (b) This Agreement may also be amended in all other caseswriting from time to time by the Servicer, the Transferor, the Administrator, the Indenture Trustee, the Collateral Agent and the Trust, with the consent of the Holders of Investor Certificates Notes evidencing not less more than 66-2/366 2⁄3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series Series, Classes or Tranches for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency Noteholder without the consent of the Holders of Investor Certificates Notes of such Series Series, Class or Class Tranche evidencing not less more than 66-2/366 2⁄3% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series Series, Class or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Tranche. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerAgency. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 12.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article IX of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 12.01. (gf) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d12.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with (v) the issuance of a Supplemental Certificate, conveyance (w) the addition of a Participation InterestInterests to the Trust, allocation of assets pursuant to Section 4.06, (x) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunder, or to change (z) the definition provision of Monthly Period, Determination Date or Distribution Dateadditional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, Trustee without the consent of any of the Certificateholders; provided that (i) the Transferors Transferor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s Certificates Certificate of the Transferors, dated the date of any such amendment, Transferor stating that the Transferors Transferor reasonably believe believes that such amendment will not based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders, (iii) in the case of an Adverse Effect and (ii) amendment relating to the Rating Agency Condition assumption by the Assuming Entity of a Transferor’s obligation, all other conditions to such assumption specified herein shall have been satisfied with respect to any such amendmentand (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that such action an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereofTrust. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee Trustee, (A) in the case of a significant change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor CertificatesTrust, with the consent of Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregated unpaid principal amount of the Investor Certificates Invested Amount of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, cases with the consent of the Holders of Investor Certificates evidencing not less than 66-2/366 2⁄3% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse EffectSeries, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each any Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/366 2⁄3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (Class. Any amendment to be effected pursuant to this paragraph shall be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action shall not, as evidenced by an Opinion of Counsel for the Transferor, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be deemed to occur if obligated to, enter into any such amendment which affects the Rating Agency Condition shall have been satisfied with respect to such amendment)Trustee’s rights, duties or immunities under this Agreement or otherwise. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancer entitled thereto pursuant to the relevant Supplement. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this SectionSection 13.01. (gf) The Holders of Investor Certificates evidencing more than 66-2/366 2⁄3% of the aggregate unpaid principal amount of the Investor Certificates of each Series Series, or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/366 2⁄3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two (2) or more Classesclasses, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Transferor 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection withby the Transferor, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Additionally, notwithstanding any provision of this Article VII to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a change Collateral Certificate is included in the Permitted Activities Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust except for Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with accounting securities law requirements or tax requirements banking regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment. Notwithstanding any other provision of this Article VII, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or required add to cure any ambiguity the provisions of this Agreement (i) to facilitate compliance with the FDIC Rule or correct changes in laws or supplement any provision contained regulations applicable to the Transferor, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any Supplement applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which may applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be defective consistent with or inconsistent in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment and, to the extent a Collateral Certificate is included in the Trust Assets, a Master Trust Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Issuer shall have provided 10 Business Days’ prior written notice of the substance of such amendment to each Note Rating Agency. A copy of any amendment to this Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency. Any amendments regarding the addition or removal of Receivables or Collateral Certificates from the Trust as provided herein, executed in accordance with the provisions thereofhereof, shall not be considered amendments to this Agreement for the purpose of subsections 7.1(a) and (b). (b) This Agreement or any Supplement may also be amended in writing from time to time (including in connection with the issuance of a Supplemental Certificate) by the ServicerTransferor, the Transferors Indenture Trustee and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3662/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series Series, Classes or Tranches of Notes for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 Certificateholdersany Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement Agreement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series Series, Class or Class Tranche of Notes by each Note Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class Noteholders evidencing not less than 66-2/3662/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series Series, Class or Class Tranche (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a(a)), the Trustee Trust shall furnish notification of the substance of such amendment to each Investor CertificateholderNoteholder, and the Servicer Transferor shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerSupplemental Credit Enhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 7.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 7.1 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 Series Enhancer Supplemental Credit Enhancement Provider without the consent of such Series EnhancerSupplemental Credit Enhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Article X of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 6.03 7.1. Any supplemental agreement executed in accordance with the provisions of Section 3.2 or any Assumption Agreement executed in accordance with the provisions of Section 3.4 shall not be considered an amendment to this Agreement for the purposes of this SectionSection 7.1. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of Owner Trustee and the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the Trustee’s rights, duties duties, benefits, protections, privileges or immunities of the Owner Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d7.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby Servicer, Transferor and Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interests of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, Issuer by a written instrument signed by each of them, without the consent of Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in . Additionally, notwithstanding the Permitted Activities preceding sentence, this Agreement will be amended by Servicer and Issuer at the direction of Transferor without the consent of Indenture Trustee or any of the Trust except for those changes Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary for compliance with accounting or advisable in order to enable all or a portion of Issuer to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (1) Transferor delivers to Indenture Trustee and Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (2) the Rating Agency Condition has been satisfied and (3) such amendment does not affect the rights, duties or any Supplement which may be defective obligations of Indenture Trustee (including Indenture Trustee in its role as Successor Servicer) or inconsistent with any provisions thereofOwner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-2/366 2⁄3% of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a))consent, the Trustee Issuer shall furnish notification of the substance of such amendment to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 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 Series Enhancer Enhancement Provider without the consent of such Series EnhancerEnhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates evidencing more than Noteholders holding 66-2/3% or more of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any adversely affected by a default by the Transferors Transferor or the Servicer in the performance of their obligations hereunder may, on behalf of all Noteholders, waive any such default and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed, which requires the consent of all Noteholders of each Series adversely affected by that default. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Upon the occurrence of any such waiver, Indenture Trustee shall promptly notify each Rating Agency of such waiver. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.02(d). (i) [Reserved.] (j) Additionally, this This Agreement and any Supplement will may not be amended by to add an additional Transferor unless the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance Rating Agency Condition shall have been satisfied with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent respect to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that that: (i) the Transferors shall have Transferor has delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and Effect; and (ii) the Rating Agency Condition shall have has been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, that, subject to the Permitted Activities satisfaction of the Trust except for those changes necessary for compliance with accounting requirements Rating Agency Condition, the Transferor may amend the definition of "Designated Jurisdictions" without the prior consent of the Noteholders or tax requirements any Series Enhancers and, provided, further, that the Servicer, the Transferor and the Owner Trustee, may enter into one or required more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies in order (A) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto or (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto so long as a final amendment to this Agreement signed by the parties hereto is delivered to each Rating Agency within ten days of its execution and the Transferor has delivered to each Rating Agency an Officer's Certificate, dated the date of any such amendment, stating that the Transferor reasonably believes that such amendment will not have an Adverse Effect. Additionally, notwithstanding the preceding sentence, this Agreement may be defective amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or inconsistent any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Issuer (i) to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that (A) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 8.01(a), (B) the Rating Agency Condition has been satisfied with any provisions thereofrespect to such amendment and (C) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all adversely affected Series for which and without the Transferors have not delivered requirement that the Rating Agency Condition be satisfied or that the Transferor deliver an Officer’s Certificates 's Certificate provided in Section 8.01(a) stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall may: (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Amortization Events that decrease the likelihood of the occurrence thereof shall will not be considered delays in the timing of distributions for purposes of this clause) to be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, Noteholder; (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder in the Trust Assets without the consent of each affected Investor Certificateholder, Noteholder; or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (ivaffected Noteholder. Any amendment to be effected pursuant to this Section 8.01(b) will be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action will not, as evidenced by an Opinion of Counsel for the Transferor, addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect the rating interests of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Series. (c) Promptly after the execution of any amendment or consent pursuant to Section 8.01(a), the Owner Trustee will notify the Indenture Trustee and each Noteholder, and the Servicer will notify each Series Enhancer, of the substance of such amendment. Prior to the execution of any amendment or consent (other than an amendment pursuant to subsection 13.01(aSection 8.01(a)), the Trustee shall furnish notification Servicer will provide written notice to each Rating Agency of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancerproposed amendment. (d) It shall If Noteholders are required to consent to any proposed amendments pursuant to this Section, such Noteholders need not be necessary for the consent of Investor Certificateholders under this Section to or approve the particular form of any proposed such 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 Investor Certificateholders shall be Noteholders is subject to such reasonable requirements as the Indenture Trustee may prescribeprescribes. (e) Notwithstanding anything in this Section (other than subsection (i) below) to the contrary, no amendment may be made to this Agreement or any Supplement which that would adversely affect in any material respect the interests of any Series Enhancer Enhancer, the Indenture Trustee or the Delaware Trustee without the consent of such Series Enhancer, the Indenture Trustee or the Delaware Trustee, as the case may be. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 shall Article X of the Indenture will not be considered an amendment to of this Agreement for the purposes of this Section. Any Assignment or any Reassignment executed in accordance with the provisions of Article II of this Agreement will not be considered an amendment of this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholdersaffected Noteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders the Noteholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall will cease to exist, and any default arising therefrom shall will be deemed to have been remedied for every purpose of this Agreement. No such waiver shall will extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Prior to the effectiveness of any such waiver by the relevant Noteholders of a past default, the Servicer will provide written notice to each Rating Agency of the default and the waiver sought from the relevant Noteholders with respect thereto. (h) The Owner Trustee may, but shall is not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be is entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 8.02(d)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto or (C) qualify for particular accounting treatment under the appropriate generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be defective necessary or inconsistent advisable in order to enable all or a portion of the Trust to avoid the imposition of state or local income or franchise taxes imposed on the Trust’s property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) the Rating Agency Condition is satisfied with any provisions thereofrespect to such amendment and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the preceding sentence may include, without limitation, the addition of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Outstanding Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Amortization Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderHolder of Outstanding Notes, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderHolder of Outstanding Notes, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Holder of Outstanding Notes or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Outstanding Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to the Indenture Trustee, each Noteholder, each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Outstanding Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto amended, modified or altered and any provision of this Agreement may be waived in writing from time to time prior toby Servicer, Transferor and Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not adversely affect in connection with, any material respect the issuance interests of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended amended, modified or altered and any provision of this Agreement may be waived in writing from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, Issuer by a written instrument signed by each of them, without the consent of Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendmentaction, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in action. Additionally, notwithstanding the Permitted Activities preceding sentence, this Agreement will be amended by Servicer and Issuer at the direction of Transferor without the consent of Indenture Trustee or any of the Trust except for those changes Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary for compliance with accounting or advisable in order to enable all or a portion of Issuer to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (A) Transferor delivers to Indenture Trustee and Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (B) the Rating Agency Condition has been satisfied, and (C) such amendment does not affect the rights, duties or any Supplement obligations of Indenture Trustee or Owner Trustee hereunder. The amendments which Transferor may be defective make without the consent of Noteholders or inconsistent with any provisions thereofEnhancement Providers pursuant to the preceding sentence may include the addition of a Transferor. (b) This Agreement or any Supplement may also be amended amended, modified or altered and any provision of this Agreement may be waived in writing from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-2/350% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, for the purpose of adding any provisions to or changing in any manner or eliminating or waiving any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the CertificateholdersNoteholders; provided, however, that no such amendment action shall (i) reduce in any manner the interest rate or principal amount of any Note or delay the timing final maturity date of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed Note or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment action without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a))waiver, the Trustee Issuer shall furnish notification of the substance of such amendment action to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.1 to approve the particular form of any proposed amendmentamendment or waiver, 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.1. (gf) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided that (i) the Transferors shall have delivered to the Trustee Officer’s 's Certificates of the Transferors, dated the date of any such amendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s 's Certificates stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d).. 103 (i) [ReservedAdditionally, this Agreement and any Supplement executed in accordance with the provisions of subsection 6.03 will be amended by the Servicer and the Trustee at the direction of the Transferors without the consent of any of the Certificateholders or Series Enhancers (i) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust to qualify as, and to permit an election to be made to cause all or a portion of the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of the "Seven Year Balanced Budget Act of 1995," H.R. 2491, 104th Cong.], 1st Sess. (1995), or to enable all or a portion of the Trust to qualify and an election to be made for similar treatment under such comparable subsequent federal income tax provisions as may ultimately be enacted into law, and (ii) in connection with any such election, to modify or eliminate existing provisions of the Pooling and Servicing Agreement and any Supplement relating to the intended federal income tax treatment of the Certificates and the Trust in the absence of the election. Any amendment under this subsection is subject to the requirements that (i) the Transferors deliver to the Trustee an Officer's Certificate of the Transferors to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) each Rating Agency will have notified the Transferors, the Servicer and the Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency. The amendments which the Transferors may make without the consent of Certificateholders or Series Enhancers in connection with any election described in this subsection may include, without limitation, the elimination of any sale of Receivables and subsequent termination of the Trust upon the occurrence of an Insolvency Event pursuant to Section 9.01 hereof. (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.. 104

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that that: (i) the Transferors shall have Transferor has delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and Effect; and (ii) the Rating Agency Condition shall have has been satisfied with respect to any such amendment; provided further provided, however, that such action shall not effect a change the Transferor may amend the definition of “Designated Jurisdictions” without the prior consent of the Noteholders or any Series Enhancers, subject to the satisfaction of the conditions set forth in the Permitted Activities definition thereof; and provided, further, that the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies in order (A) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto or (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto so long as a final amendment to this Agreement signed by the parties hereto is delivered to each Rating Agency within ten days of its execution and the Transferor has delivered to each Rating Agency an Officer’s Certificate, dated the date of any such amendment, stating that the Transferor reasonably believes that such amendment will not have an Adverse Effect. Additionally, notwithstanding the preceding sentence, this Agreement may be defective amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or inconsistent any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Issuer to avoid the imposition of state or local income or franchise taxes imposed on the Issuer’s property or its income; provided, however, that (A) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 8.01(a), (B) the Rating Agency Condition has been satisfied with any provisions thereofrespect to such amendment and (C) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all adversely affected Series for which and without the Transferors have not delivered requirement that the Rating Agency Condition be satisfied or that the Transferor deliver an Officer’s Certificates Certificate provided in Section 8.01(a) stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall may: (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Amortization Events that decrease the likelihood of the occurrence thereof shall will not be considered delays in the timing of distributions for purposes of this clause) to be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, Noteholder; (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder in the Trust Assets without the consent of each affected Investor Certificateholder, Noteholder; or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (ivaffected Noteholder. Any amendment to be effected pursuant to this Section 8.01(b) will be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action will not, as evidenced by an Opinion of Counsel for the Transferor, addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect the rating interests of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Series. (c) Promptly after the execution of any amendment or consent pursuant to Section 8.01(a), the Owner Trustee will notify the Indenture Trustee and each Noteholder, and the Servicer will notify each Series Enhancer, of the substance of such amendment. Prior to the execution of any amendment or consent (other than an amendment pursuant to subsection 13.01(aSection 8.01(a)), the Trustee shall furnish notification Servicer will provide written notice to each Rating Agency of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancerproposed amendment. (d) It shall If Noteholders are required to consent to any proposed amendments pursuant to this Section, such Noteholders need not be necessary for the consent of Investor Certificateholders under this Section to or approve the particular form of any proposed such 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 Investor Certificateholders shall be Noteholders is subject to such reasonable requirements as the Indenture Trustee may prescribeprescribes. (e) Notwithstanding anything in this Section (other than subsection (i) below) to the contrary, no amendment may be made to this Agreement or any Supplement which that would adversely affect in any material respect the interests of any Series Enhancer Enhancer, the Indenture Trustee or the Delaware Trustee without the consent of such Series Enhancer, the Indenture Trustee or the Delaware Trustee, as the case may be. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 shall Article X of the Indenture will not be considered an amendment to of this Agreement for the purposes of this Section. Any Assignment or any Reassignment executed in accordance with the provisions of Article II of this Agreement will not be considered an amendment of this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholdersaffected Noteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders the Noteholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall will cease to exist, and any default arising therefrom shall will be deemed to have been remedied for every purpose of this Agreement. No such waiver shall will extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Prior to the effectiveness of any such waiver by the relevant Noteholders of a past default, the Servicer will provide written notice to each Rating Agency of the default and the waiver sought from the relevant Noteholders with respect thereto. (h) The Owner Trustee may, but shall is not be obligated to, enter into any such amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be is entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 8.02(d)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator and the TrusteeIssuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to any add, modify or eliminate such amendment; provided further that such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or any Supplement which may be defective immunities of the Indenture Trustee, the Owner Trustee (as such or inconsistent with any provisions thereof. (bin its individual capacity) or the applicable Collateral Agent hereunder. This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Administrator and the Trustee (A) in the case Issuer by a written instrument signed by each of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificatesthem, with without the consent of Holders of Investor Certificates evidencing not less than 50% the Indenture Trustee or any of the aggregated unpaid principal amount Noteholders and without satisfaction of the Investor Certificates of each outstanding Series affected by Note Rating Agency Condition to add, modify or eliminate such change, unless such change is provisions as may be necessary for compliance with to satisfy accounting requirements under SFAS 140 and any related or tax successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or required removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof for the purpose of subsections 12.01(a) and (Bb). (b) This Agreement may also be amended in all other caseswriting from time to time by the Servicer, the Transferor, the Administrator, the Indenture Trustee, the Collateral Agent and the Trust, with the consent of the Holders of Investor Certificates Notes evidencing not less more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series Series, Classes or Tranches for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency Noteholder without the consent of the Holders of Investor Certificates Notes of such Series Series, Class or Class Tranche evidencing not less more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series Series, Class or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Tranche. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerAgency. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 12.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article IX of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 12.01. (gf) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d12.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Additionally, notwithstanding any provision of this Article VIII to the contrary, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a change Collateral Certificate is included in the Permitted Activities Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust except for Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with accounting securities law requirements or tax requirements banking laws or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse Effect, 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 Certificateholdersregulations; provided, however, that no such amendment shall (i) reduce in the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays time in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, future and (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to any such amendment). . Additionally, notwithstanding any other provision of this Article VIII to the contrary, this Agreement may also be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement (ci) Promptly after to facilitate compliance with the execution FDIC Rule or changes in laws or regulations applicable to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or consent (B) such amendment is required to remain in compliance with the FDIC Rule or any other than an amendment pursuant change of law or regulation which applies to subsection 13.01(a))the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Servicer shall furnish notification have provided 10 Business Days’ prior written notice of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.Note Rating

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Additionally, notwithstanding any provision of this Article VIII to the contrary, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a change Collateral Certificate is included in the Permitted Activities Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust except for Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with accounting securities law requirements or tax requirements banking laws or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse Effect, 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 Certificateholdersregulations; provided, however, that no such amendment shall (i) reduce in the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays time in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, future and (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to any such amendment). . Additionally, notwithstanding any other provision of this Article VIII to the contrary, this Agreement may also be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement (ci) Promptly after to facilitate compliance with the execution FDIC Rule or changes in laws or regulations applicable to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or consent (B) such amendment is required to remain in compliance with the FDIC Rule or any other than an amendment pursuant change of law or regulation which applies to subsection 13.01(a))the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Servicer shall furnish notification have provided 10 Business Days’ prior written notice of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.Note Rating

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with (v) the issuance of a Supplemental Certificate, conveyance (w) the addition of a Participation InterestInterests to the Trust, allocation of assets pursuant to Section 4.06, (x) the designation of an Additional Transferor, (y) the assumption by an Assuming Entity of the Transferor’s obligations hereunder, or to change (z) the definition provision of Monthly Period, Determination Date or Distribution Dateadditional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, Trustee without the consent of any of the Certificateholders; provided that (i) the Transferors Transferor shall have received written notice from each Rating Agency that such amendment will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee, (ii) if such amendment relates to the provision of additional Series Enhancement for any Series, each Transferor shall have delivered to the Trustee and each provider of Series Enhancement an Officer’s Certificates Certificate of the Transferors, dated the date of any such amendment, Transferor stating that the Transferors Transferor reasonably believe believes that such amendment will not based on the facts known to such officer at the time of such certification, have a material adverse effect on the interests of the Certificateholders, (iii) in the case of an Adverse Effect and (ii) amendment relating to the Rating Agency Condition assumption by the Assuming Entity of a Transferor’s obligation, all other conditions to such assumption specified herein shall have been satisfied with respect to any such amendmentand (iv) the conditions set forth in Section 13.02(d) shall have been satisfied; provided further that such action an amendment pursuant to this Section 13.01(a) shall not effect a significant change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereofTrust. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee Trustee, (A) in the case of a significant change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor CertificatesTrust, with the consent of Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the aggregated unpaid principal amount of the Investor Certificates Invested Amount of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, cases with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% 66ß% of the aggregate unpaid principal amount of the Investor Certificates of all adversely affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse EffectSeries, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each any Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% 66ß% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (Class. Any amendment to be effected pursuant to this paragraph shall be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action shall not, as evidenced by an Opinion of Counsel for the Transferor, addressed and delivered to the Trustee, adversely affect in any material respect the interests of any Investor Certificateholder of such Series. The Trustee may, but shall not be deemed to occur if obligated to, enter into any such amendment which affects the Rating Agency Condition shall have been satisfied with respect to such amendment)Trustee’s rights, duties or immunities under this Agreement or otherwise. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancer entitled thereto pursuant to the relevant Supplement. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this SectionSection 13.01. (gf) The Holders of Investor Certificates evidencing more than 66-2/3% 66ß% of the aggregate unpaid principal amount of the Investor Certificates of each Series Series, or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% 66ß% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two (2) or more Classesclasses, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Transferor 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which may be defective amendment hereto or inconsistent with any provisions thereof. (bC) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicerqualify for sale treatment under generally accepted accounting principles; provided, the Transferors and the Trustee (A) that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a change in Tax Opinion to the Permitted Activities Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Owner Trustee at the direction of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with Transferor without the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse Effect, for the purpose of adding any provisions to Indenture Trustee or changing in any manner or eliminating any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of this Agreement or any Supplement or of modifying in any manner the rights Section 860L of the CertificateholdersCode, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) Transferor delivers 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.Indenture

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates 's Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a significant change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. Additionally, notwithstanding any provision of this Article XII to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing that such amendment will not cause a Ratings Effect. Any amendments regarding the addition or removal of Receivables or Collateral Certificates from the Trust as provided herein, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.1(a) and (b). (b) This Agreement or any Supplement may also be amended in writing from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Indenture Trustee and the Trustee Trust, (A) in the case of a significant change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificatesany Noteholders, with the consent of Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregated aggregate unpaid principal amount of the Investor Certificates all Series, Classes or Tranches of each outstanding Series Notes affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates Noteholders evidencing not less more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series Series, Classes or Tranches of Notes for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 Certificateholdersany Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement Agreement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series Series, Class or Class Tranche of Notes by each Note Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class Noteholders evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series Series, Class or Class Tranche (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerSupplemental Credit Enhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 12.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section 12.1 (other than subsection (ih) below) 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 Series Enhancer Supplemental Credit Enhancement Provider without the consent of such Series EnhancerSupplemental Credit Enhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Article X of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 6.03 12. 1. Any supplemental agreement executed in accordance with the provisions of Section 6.2 or any Assumption Agreement executed in accordance with the provisions of Section 6.5 shall not be considered an amendment to this Agreement for the purposes of this SectionSection 12.1. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of Owner Trustee and the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the Trustee’s rights, duties duties, benefits, protections, privileges or immunities of the Owner Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d12.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Indenture Trustee and the TrusteeTrust, by a written instrument signed by each of them, without the consent of any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Trustee Trustees an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect Effect, (ii) such amendment does not affect the rights, duties or obligations of the Servicer or either Trustee hereunder and (iiiii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement may be amended by the Servicer, the Indenture Trustee and the Trust at the direction of the Transferor without the consent of any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (A) the Transferor delivers to the Trustees an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (B) the Rating Agency Condition hereunder shall have been satisfied with respect to any such amendment and (C) such amendment does not affect the rights, duties or any Supplement obligations of the Servicer or either Trustee. The amendments which the Transferor may be defective make without the consent of Noteholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include the addition of a sale of Receivables or Participations. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesparties hereto, with the consent of the Holders of Investor Certificates Noteholders evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Amount of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall satisfy the Rating Agency Condition and shall not (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Redemption Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect change in any material respect the rating of any Series or Class by each Rating Agency without the consent permitted activities of the Holders of Investor Certificates of such Series Trust or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Servicer. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aSection 9.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to the Indenture Trustee, each Noteholder, each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferors and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferors shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Owner Trustee at the direction of the Transferors without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be defective necessary or inconsistent with advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency will have notified the Transferors, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any provisions thereofoutstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferors may make without the consent of Noteholders or Series Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Outstanding Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of all affected Series for which the Transferors have not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Amortization Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderHolder of Outstanding Notes, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderHolder of Outstanding Notes, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Holder of Outstanding Notes or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Outstanding Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Owner Trustee shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Outstanding Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; , provided that (i) an Opinion of Counsel for the Transferors shall have Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee Officer’s Certificates of the TransferorsTrustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate, dated the date of any such Amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (iiiii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Certificateholder, or (iv) adversely affect the rating of any Series or Class by each any Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if Class; provided, further however, that the Rating Agency Condition Transferor shall have been satisfied delivered to the Trustee a Tax Opinion to the Trustee with respect to any such amendment)amendment prior to the effectiveness thereof. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 6.3 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Transferor 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d13.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby Servicer, Transferor and Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interests of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, Issuer by a written instrument signed by each of them, without the consent of Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by Servicer and Issuer at the direction of Transferor without the consent of Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change portion of Issuer (A) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a “financial asset securitization investment trust” as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting Code and (B) to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (1) Transferor delivers to Indenture Trustee and Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (2) the Rating Agency Condition has been satisfied and (3) such amendment does not affect the rights, duties or any Supplement which may be defective obligations of Indenture Trustee (including Indenture Trustee in its role as Successor Servicer) or inconsistent with any provisions thereofOwner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-66 2/3% of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a))consent, the Trustee Issuer shall furnish notification of the substance of such amendment to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 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 Series Enhancer Enhancement Provider without the consent of such Series EnhancerEnhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates evidencing more than Noteholders holding 66-2/3% or more of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any adversely affected by a default by the Transferors Transferor or the Servicer in the performance of their obligations hereunder may, on behalf of all Noteholders, waive any such default and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed, which requires the consent of all Noteholders of each Series adversely affected by that default. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Upon the occurrence of any such waiver, Indenture Trustee shall promptly notify each Rating Agency of such waiver. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.02(d). (i) [Reserved.] (j) Additionally, this This Agreement and any Supplement will may not be amended by to add an additional Transferor unless the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance Rating Agency Condition shall have been satisfied with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent respect to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interest of any of the first Noteholders or any Series Enhancer, as evidenced by an Officer’s Certificate of Investor Certificates hereunder without the requirement Transferor to such effect. The Transferor shall provide notice of any consents or the satisfaction of any conditions set forth belowsuch amendment to each Rating Agency. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to Section 4.064.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; Series Enhancers or any of the Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Notwithstanding anything else to the contrary herein, this agreement may be amended by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a change in written instrument signed by each of them without the Permitted Activities consent of the Trust except for those changes necessary for compliance Noteholders or the Series Enhancers, upon satisfaction of the Rating Agency Condition with accounting requirements or tax requirements or required respect to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which such amendment (without anything further) as may be defective necessary or inconsistent with advisable in order to avoid the imposition of state or local income or franchise taxes imposed on the Issuer’s property or its income; provided, however, the amendments which the Transferor, the Servicer, the Issuer and the Indenture Trustee may make without the consent of any of the Noteholders or Series Enhancers pursuant to this sentence may include, without limitation, the addition of provisions thereofto permit a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Issuer and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIndenture Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Redemption Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates each Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 10.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or any Series Enhancer or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (hg) 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 duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 10.02(c)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, acting on the instruction of the O/C Holder and the TrusteeTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, the Note Administrator or any of the CertificateholdersNoteholders; provided that (i1) the Transferors O/C Holder shall have delivered to the Indenture Trustee, the Note Administrator and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors such O/C Holder reasonably believe believes that such amendment will not have an Adverse Effect and (ii2) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Trust at the direction of the Transferor, acting at the direction of the O/C Holder, without the consent of the Indenture Trustee, the Note Administrator or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order (i) to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting requirements (a) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Code or tax requirements (b) to avoid the imposition of state or required local income or franchise taxes imposed on the Trust’s property or its income or (ii) to cure any ambiguity or correct or supplement any provision contained allow the transfer of Receivables to the Trust as contemplated in this Agreement to qualify for sale treatment under GAAP or to allow the Trust to qualify as a qualified special purpose entity under FASB Statement No. 140; provided, however, that (1) the O/C Holder delivers to the Indenture Trustee, the Note Administrator and the Owner Trustee a Tax Opinion and an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (2) the Rating Agency Condition shall have been satisfied with respect to any Supplement which may be defective such amendment and (3) such amendment does not affect the rights, duties or inconsistent with any provisions thereofobligations of the Indenture Trustee, the Note Administrator or the Owner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, acting at the direction of the O/C Holder, and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrust, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-2/350% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series for which the Transferors have O/C Holder has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Redemption Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Notes of such Series or Class evidencing not less than 66-2/350% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to the Indenture Trustee, the Note Administrator and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with (x) the issuance provision of a Supplemental Certificateadditional Series Enhancement for the benefit of the Certificateholders of any Series (or the reduction of such Series Enhancement), conveyance (y) the addition of a Participation Interest, allocation of assets pursuant Interest to Section 4.06, the Trust or (z) the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor (including, if applicable, any Additional Transferor being designated) and the Trustee, by a written instrument signed by each of them, Trustee without the consent of any of the Certificateholders; , provided that (i) the Transferors Transferor shall have delivered to the Trustee an Officer’s Certificates of 's Certificate to the Transferors, dated the date of any such amendment, stating effect that the Transferors Transferor reasonably believe believes that such amendment action will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement and any Supplement may be amended by the Servicer and the Trustee at the direction of the Transferor without the consent of any of the Certificateholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection, (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment and (iii) such amendment does not affect the rights, duties or any Supplement obligations of the Trustee hereunder. The amendments which the Transferor may be defective make without the consent of Certificateholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables and termination of the Trust upon the occurrence of an Insolvency Event pursuant to Section 9.01 hereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount Invested Amount of the Investor Certificates of all adversely affected Series for which the Transferors have not delivered Officer’s Certificates stating that there is no Adverse EffectSeries, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such 91 100 Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount Invested Amount of the Investor Certificates of such Series or Class (which Class. Any amendment to be effected pursuant to this paragraph shall not be deemed not to occur if adversely affect any outstanding Series with respect to which the Rating Agency Condition Transferor shall deliver an Opinion of Counsel, addressed and delivered to the Trustee, that such action will not, in such counsel's reasonable opinion, have been satisfied an Adverse Effect with respect to such amendment)Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerAgency. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 subsection 6.03(b) shall not be considered an amendment to this Agreement for the purposes of this Section. (gf) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount Invested Amount of the Investor Certificates of each Series orSeries, or with respect to any Series with two or more Classes, of each Class (or, or with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount Invested Amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Transferor 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon thereto except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, but with the prior towritten consent of the Investor Representative, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interest of any of the first Noteholders or any Series Enhancer as evidenced by an Officer’s Certificate of Investor Certificates hereunder without the requirement Transferor to such effect. The Transferor shall provide notice of any consents or the satisfaction of any conditions set forth belowsuch amendment to each Rating Agency. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or including to change the definition of Monthly Collection Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; Series Enhancers or any of the Noteholders, but with the prior written consent of the Investor Representative, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Notwithstanding anything else to the contrary herein, this Agreement may be amended by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a change in written instrument signed by each of them without the Permitted Activities consent of the Trust except for those changes necessary for compliance Noteholders or the Series Enhancers, but with accounting requirements or tax requirements or required the prior written consent of the Investor Representative, upon satisfaction of the Rating Agency Condition with respect to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which such amendment (without anything further) as may be defective necessary or inconsistent with advisable in order to avoid the imposition of any provisions thereofwithholding taxes or state or local income or franchise taxes imposed on the Issuer’s property or its income. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Issuer and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIndenture Trustee, with the consent of the Investor Representative and the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 (except as permitted pursuant to subparagraph (a) above) or of modifying in any manner the rights of the CertificateholdersNoteholders; provided, however, that no such amendment shall directly or indirectly (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates each Noteholder of such Series or Class evidencing not less than 66-2/3% Class. Furthermore, the Servicing Annex may be amended, modified or supplemented in any respect by the written agreement of the aggregate unpaid principal amount Servicer and the Investor Representative, without the prior written consent of the Investor Certificates of such Series Transferor, the Owner Trustee, the Indenture Trustee or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to any Noteholder; provided, however, that no such amendment), modification, supplement or other change to the Servicing Annex shall adversely affect the Owner Trustee’s or the Indenture Trustee’s (in each case, as such or in its individual capacity) rights, duties, liabilities, benefits, protections, privileges or immunities or increase its exposure under this Agreement, any Transaction Document or otherwise. (c) The Issuer, the Indenture Trustee and the Owner Trustee hereby authorize the Investor Representative to make such amendments, modifications, supplements or other changes to the Servicing Annex as the Investor Representative deems necessary or appropriate in its discretion, as mutually agreed to by the Investor Representative and the Servicer, which such amendments, modifications, supplements or other changes to the Servicing Annex shall be binding on the Issuer, the Indenture Trustee and the Owner Trustee in all respects; provided, that no such amendment, modification, supplement or other change to the Servicing Annex shall adversely affect the Owner Trustee’s or the Indenture Trustee’s (in each case, as such or in its individual capacity) rights, duties, liabilities, benefits, protections, privileges or immunities or increase its exposure under this Agreement, any Transaction Document or otherwise. (d) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency Agency, the Owner Trustee and each Series Enhancer. (de) It shall not be necessary for the consent of Investor Certificateholders Noteholders 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (ef) Notwithstanding anything in this Section (other than subsection (i) below) 10.01 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Investor Representative or the Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount (or notional amount) of the Investor Certificates Notes Outstanding of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount (or notional amount) of the Investor Certificates Notes Outstanding of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor, 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 Investor Certificateholders Noteholders or any Series Enhancer or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) 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 duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 10.02(c)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the TrusteeTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust’s property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any Supplement outstanding Series or Class as to which may be defective it is a Rating Agency and (iii) such amendment does not affect the rights, duties, benefits, protections, privileges or inconsistent with any provisions thereofimmunities of the Indenture Trustee or the Owner Trustee (as such or in its individual capacity) hereunder. (b) This Agreement may be amended from time to time to add a new Seller and a new Receivables Purchase Agreement and to delete a Seller or a Receivables Purchase Agreement without the consent of Noteholders or any Supplement other Persons if (x) the new Seller is an Affiliate of Sterling and (y) the new Seller acquires from Sterling Jewelers Inc., Sterling Inc., Sterling Jewelers LLC or Sterling of Columbus Inc. the Receivables that would have been otherwise directly transferred to the Transferor pursuant to a Receivables Purchase Agreement and sells them to the Transferor pursuant to such new Receivables Purchase Agreement; provided, however, that the Transferor delivers (i) an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that there is no Adverse Effect; (ii) a Tax Opinion; (iii) an Opinion of Counsel relating to security interest matters relating to the Receivables; and (iv) prior written notice to the Rating Agencies then rating any outstanding Series or Class of Notes. (c) This Agreement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrust, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-2/350% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Notes of such Series or Class evidencing not less than 66-2/350% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (cd) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish written notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (de) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (ef) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer or the Indenture Trustee without the prior written consent of such Series EnhancerEnhancer or the Indenture Trustee, respectively. (fg) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9. (gh) The Holders of Investor Certificates Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (hi) The Owner Trustee or the Indenture Trustee, may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or Indenture Trustee’s, as applicable, rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interest of any of the first Noteholders or any Series Enhancer as evidenced by an Officer’s Certificate of Investor Certificates hereunder without the requirement Transferor to such effect. The Transferor shall provide notice of any consents or the satisfaction of any conditions set forth belowsuch amendment to each Rating Agency. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or including to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; Series Enhancers or any of the Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Notwithstanding anything else to the contrary herein, this agreement may be amended by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a change in written instrument signed by each of them without the Permitted Activities consent of the Trust except for those changes necessary for compliance Noteholders or the Series Enhancers, upon satisfaction of the Rating Agency Condition with accounting requirements or tax requirements or required respect to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which such amendment (without anything further) as may be defective necessary or inconsistent with advisable in order 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; provided, however, the amendments which the Transferor, the Servicer, the Issuer and the Indenture Trustee may make without the consent of any of the Noteholders or Series Enhancers pursuant to this sentence may include, without limitation, the addition of provisions thereofto permit a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Issuer and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIndenture Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Early Redemption 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates each Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 10.01 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor, 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 Investor Certificateholders Noteholders or any Series Enhancer or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (hg) 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 duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 10.02(c)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Indenture Trustee and the TrusteeTrust, by a written instrument signed by each of them, without the consent of any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Trustee Trustees an Officer’s Certificates of the TransferorsCertificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and the proposed amendment meets the requirements set forth in this Section, (ii) such amendment does not affect the rights, duties or obligations of the Servicer or either Trustee hereunder and (iii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in . Additionally, this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplement Certificate, the designation of Supplemental CertificateAccounts under Sections 2.09(a)(i) and 2.09(b), the designation of an Additional Transferor by the Servicer, the Transferors Indenture Trustee and the Trustee Trust at the direction of the Transferor without the consent of any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust to avoid the imposition of State or local income or franchise taxes imposed on the Trust’s property or its income; provided, however, that (A) the Transferor delivers to the Trustees an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section, (B) the case of a change in Rating Agency Condition hereunder shall have been satisfied with respect to any such amendment and (C) such amendment does not affect the Permitted Activities rights, duties or obligations of the Trust Servicer or either Trustee. The amendments which is not materially adverse to Holders of Investor Certificates, with the Transferor may make without the consent of Holders Noteholders or Series Enhancers pursuant to the preceding sentence may include the addition of Investor Certificates evidencing not less than 50% of Receivables. (b) This Agreement may also be amended from time to time by the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesparties hereto, with the consent of the Holders of Investor Certificates Noteholders evidencing not less than 66-2/3% of the aggregate unpaid principal amount balance of the Investor Certificates Outstanding Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall satisfy the Rating Agency Condition and shall not (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect change in any material respect the rating of any Series or Class by each Rating Agency without the consent permitted activities of the Holders of Investor Certificates of such Series Trust or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Servicer. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aSection 9.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to the Indenture Trustee, each Noteholder, each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article Ten of the Master Indenture shall not be considered an amendment to of this Agreement for the purposes of this Section. (g) 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, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in Section 9.02(d). The Holders of Investor Certificates Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount balance of the Investor Certificates Outstanding Notes of each all Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount balance of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness any such waiver of any amendment pursuant to this subsectiona past default, the Transferors Servicer shall deliver a copy furnish notification of the substance of such amendment waiver to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the TrusteeTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any Supplement outstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the Owner Trustee (as such or in its individual capacity) hereunder. The amendments which the Transferor may be defective make without the consent of Noteholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrust, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided that (i) the Transferors shall have delivered to the Trustee Officer’s 's Certificates of the Transferors, dated the date of any such amendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s 's Certificates stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Additionally, notwithstanding any provision of this Article VIII to the contrary, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a change Collateral Certificate is included in the Permitted Activities Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust except for Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with accounting securities law requirements or tax requirements banking laws or required regulations; provided, however, that (i) the Issuer shall deliver to cure the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any ambiguity or correct or supplement time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment. Additionally, notwithstanding any other provision contained in of this Article VIII to the contrary, this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by an instrument signed by the Servicer, the Transferors Transferor, the Administrator, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the case FDIC Rule or any other change of a change law or regulation which applies to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in the Permitted Activities furtherance of the Trust which is not materially adverse statements made with respect to Holders this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Servicer shall have provided 10 Business Days’ prior written notice of Investor Certificatesthe substance of such amendment to each Note Rating Agency. A copy of any amendment to this Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency. (b) This Agreement may also be amended in writing from time to time by the Servicer, the Transferor, the Indenture Trustee and the Trust, with the consent of Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3662/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series Series, Classes or Tranches of Notes for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 Certificateholdersany Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement Agreement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series Series, Class or Class Tranche of Notes by each Note Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class Noteholders evidencing not less than 66-2/3662/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series Series, Class or Class Tranche (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a(a)), the Trustee Trust shall furnish notification of the substance of such amendment to each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerSupplemental Credit Enhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 8.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 8.1 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 Series Enhancer Supplemental Credit Enhancement Provider without the consent of such Series EnhancerSupplemental Credit Enhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 8.1. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of Owner Trustee and the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the Trustee’s rights, duties duties, benefits, protections, privileges or immunities of the Owner Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d8.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby Servicer, Transferor and Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interests of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, Issuer by a written instrument signed by each of them, without the consent of Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by Servicer and Issuer at the direction of Transferor without the consent of Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change portion of Issuer (A) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting Code and (B) to avoid the imposition of state or local income or franchise taxes imposed on Issuer's property or its income; provided, however, that (1) Transferor delivers to Indenture Trustee and Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (2) the Rating Agency Condition has been satisfied and (3) such amendment does not affect the rights, duties or any Supplement which may be defective obligations of Indenture Trustee or inconsistent with any provisions thereofOwner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-2/3% 66?% of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a))consent, the Trustee Issuer shall furnish notification of the substance of such amendment to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 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 Series Enhancer Enhancement Provider without the consent of such Series EnhancerEnhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates evidencing more than Noteholders holding 66-2/3% or more of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any adversely affected by a default by the Transferors Transferor or the Servicer in the performance of their obligations hereunder may, on behalf of all Noteholders, waive any such default and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed, which requires the consent of all Noteholders of each Series adversely affected by that default. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Upon the occurrence of any such waiver, Indenture Trustee shall promptly notify each Rating Agency of such waiver. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the TrusteeTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Trustee Trustees an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect Effect, such amendment does not affect the rights, duties or obligations of either Trustee, Servicer or any Successor Servicer hereunder and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement may be amended by the Servicer and the Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Trustees an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection and (ii) the Rating Agency Condition and such amendment does not affect the rights, duties or obligations of either Trustee, Servicer or any Supplement Successor Servicer hereunder shall have been satisfied with respect to any such amendment. The amendments which the Transferor may be defective make without the consent of Noteholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesparties hereto, with the consent of the Holders of Investor Certificates Noteholders evidencing not less than 66-2/3% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall satisfy the Rating Agency Condition and shall not (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Redemption Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aSection 9.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to the Indenture Trustee, each Noteholder, each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article Ten of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.03(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be defective necessary or inconsistent with advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any provisions thereofoutstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Outstanding Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Amortization Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderHolder of Outstanding Notes, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderHolder of Outstanding Notes, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Holder of Outstanding Notes or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Outstanding Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Owner Trustee shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Outstanding Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.principal

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator and the TrusteeIssuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to any add, modify or eliminate such amendment; provided further that such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or any Supplement which may be defective immunities of the Indenture Trustee, the Owner Trustee (as such or inconsistent with any provisions thereof. (bin its individual capacity) or the applicable Collateral Agent hereunder. This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Administrator and the Trustee (A) in the case Issuer by a written instrument signed by each of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificatesthem, with without the consent of Holders of Investor Certificates evidencing not less than 50% the Indenture Trustee or any of the aggregated unpaid principal amount Noteholders and without satisfaction of the Investor Certificates of each outstanding Series affected by Note Rating Agency Condition to add, modify or eliminate such change, unless such change is provisions as may be necessary for compliance with to satisfy accounting requirements under SFAS 140 and any related or tax successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or required removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof for the purpose of subsections 12.01(a) and (Bb). (b) This Agreement may also be amended in all other caseswriting from time to time by the Servicer, the Transferor, the Administrator, the Indenture Trustee, the Collateral Agent and the Trust, with the consent of the Holders of Investor Certificates Notes evidencing not less more than 66-2/3662/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series Series, Classes or Tranches for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency Noteholder without the consent of the Holders of Investor Certificates Notes of such Series Series, Class or Class Tranche evidencing not less more than 66-2/3662/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series Series, Class or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Tranche. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerAgency. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 12.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article IX of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 12.01. (gf) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d12.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto or to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto; provided, that such amendment shall not have an Adverse Affect. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be defective necessary or inconsistent with advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any provisions thereofoutstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Amortization Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Owner Trustee shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders, or the Series Enhancers, to cure any ambiguity, to correct or supplement any provisions herein, to add other identifying code numbers to the definition of Account or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in connection with, any material respect the issuance interest of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement Noteholders or any Supplement Series Enhancer. Additionally, this Agreement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to Section 4.06SECTION 4.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided Series Enhancers or any of the Noteholders, PROVIDED that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Notwithstanding anything else to the contrary herein, this agreement may be amended by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them without the consent of the Noteholders or the Series Enhancers, upon satisfaction of the Rating Agency Condition with respect to such action shall not effect amendment (without anything further) as may be necessary or advisable in order (a) to enable all or a change portion of the Issuer to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained Code (and, in this Agreement or any Supplement which may be defective or inconsistent connection with any such election, to modify or eliminate existing provisions thereofrelating to the intended Federal income tax treatment of the Notes) or (b) to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; PROVIDED, HOWEVER, the amendments which the Transferor, the Servicer, the Issuer and the Indenture Trustee may make without the consent of any of the Noteholders or Series Enhancers pursuant to this sentence may include, without limitation, the addition of provisions to permit a sale of Receivables in connection with clauses (a) and (b) above. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Issuer and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIndenture Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; providedPROVIDED, howeverHOWEVER, that no such amendment shall shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Redemption Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates each Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) SECTION 10.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or any Series Enhancer or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (hg) 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 's or the Indenture Trustee's rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSECTION 10.02(d)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; , provided that (i) an Opinion of Counsel for the Transferors shall have Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee Officer’s Certificates of the TransferorsTrustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate, dated the date of any such Amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (iiiii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further provided, however, that any such action shall not effect amendment to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance to qualify as, and to permit an election to be made to cause the Trust to be treated as a "financial asset securitization investment trust" under the Internal Revenue Code (and, in connection with accounting requirements any such election, to modify or eliminate existing provisions relating to the intended Federal income tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which treatment of the Certificates and the Trust) may be defective or inconsistent made upon satisfaction of the Rating Agency Condition with any provisions thereofrespect to such amendment without more. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Transferor 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Seller and the TrusteeIssuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors -------- Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Seller reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Issuer at the direction of Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change portion of the Issuer (1) to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting Code, and (2) to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that (A) Seller delivers to the Indenture Trustee and the -------- ------- Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (B) the Rating Agency Condition has been satisfied, and (C) such amendment does not affect the rights, duties or any Supplement obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which Seller may be defective make without the consent of Noteholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Seller and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-2/350% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Seller has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that -------- ------- no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates 38 Noteholders of such Series or Class evidencing not less holding more than 66-2/350% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected thereby. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this this Section 9.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.1 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this --------- Agreement for the purposes of this Section.Section 9.1. ----------- (g) The Holders of Investor Certificates evidencing Noteholders holding more than [66-2/3% 2/3]% of the aggregate unpaid outstanding principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, [66-2/3% 2/3]% of the aggregate unpaid outstanding principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Seller 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.--------------

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that that: (i) the Transferors shall have Transferor has delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and Effect; and (ii) the Rating Agency Condition shall have has been satisfied with respect to any such amendment; provided further provided, however, that such action shall not effect a change the Transferor may amend the definition of "Designated Jurisdictions" without the prior consent of the Noteholders or any Series Enhancers, subject to the satisfaction of the conditions set forth in the Permitted Activities definition thereof; and provided, further, that the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies in order (A) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto or (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto so long as a final amendment to this Agreement signed by the parties hereto is delivered to each Rating Agency within ten days of its execution and the Transferor has delivered to each Rating Agency an Officer's Certificate, dated the date of any such amendment, stating that the Transferor reasonably believes that such amendment will not have an Adverse Effect. Additionally, notwithstanding the preceding sentence, this Agreement may be defective amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or inconsistent any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Issuer to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that (A) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 8.01(a), (B) the Rating Agency Condition has been satisfied with any provisions thereofrespect to such amendment and (C) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all adversely affected Series for which and without the Transferors have not delivered requirement that the Rating Agency Condition be satisfied or that the Transferor deliver an Officer’s Certificates 's Certificate provided in Section 8.01(a) stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall may: (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Amortization Events that decrease the likelihood of the occurrence thereof shall will not be considered delays in the timing of distributions for purposes of this clause) to be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, Noteholder; (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder in the Trust Assets without the consent of each affected Investor Certificateholder, Noteholder; or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (ivaffected Noteholder. Any amendment to be effected pursuant to this Section 8.01(b) will be deemed to adversely affect all outstanding Series, other than any Series with respect to which such action will not, as evidenced by an Opinion of Counsel for the Transferor, addressed and delivered to the Owner Trustee and the Indenture Trustee, adversely affect the rating interests of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Series. (c) Promptly after the execution of any amendment or consent pursuant to Section 8.01(a), the Owner Trustee will notify the Indenture Trustee and each Noteholder, and the Servicer will notify each Series Enhancer and the Back-up Servicer, of the substance of such amendment. Prior to the execution of any amendment or consent (other than an amendment pursuant to subsection 13.01(aSection 8.01(a)), the Trustee shall furnish notification Servicer will provide written notice to each Rating Agency of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancerproposed amendment. (d) It shall If Noteholders are required to consent to any proposed amendments pursuant to this Section, such Noteholders need not be necessary for the consent of Investor Certificateholders under this Section to or approve the particular form of any proposed such 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 Investor Certificateholders shall be Noteholders is subject to such reasonable requirements as the Indenture Trustee may prescribeprescribes. (e) Notwithstanding anything in this Section (other than subsection (i) below) to the contrary, no amendment may be made to this Agreement or any Supplement which that would adversely affect in any material respect the interests of any Series Enhancer Enhancer, the Indenture Trustee, the Delaware Trustee or the Back-up Servicer without the consent of such Series Enhancer, the Indenture Trustee the Delaware Trustee or the Back-up Servicer, as the case may be. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 shall Article X of the Indenture will not be considered an amendment to of this Agreement for the purposes of this Section. Any Assignment or any Reassignment executed in accordance with the provisions of Article II of this Agreement will not be considered an amendment of this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholdersaffected Noteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders the Noteholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall will cease to exist, and any default arising therefrom shall will be deemed to have been remedied for every purpose of this Agreement. No such waiver shall will extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Prior to the effectiveness of any such waiver by the relevant Noteholders of a past default, the Servicer will provide written notice to each Rating Agency of the default and the waiver sought from the relevant Noteholders with respect thereto. (h) The Owner Trustee may, but shall is not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be is entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 8.02(d)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby Servicer, Transferor and Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in connection with, any material respect the issuance interests of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, Issuer by a written instrument signed by each of them, without the consent of Indenture Trustee or any of the CertificateholdersNoteholders; provided PROVIDED that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by Servicer and Issuer at the direction of Transferor without the consent of Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change portion of Issuer (1) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting Code, and (2) to avoid the imposition of state or local income or franchise taxes imposed on Issuer's property or its income; PROVIDED, HOWEVER, that (A) Transferor delivers to Indenture Trustee and Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (B) the Rating Agency Condition has been satisfied, and (C) such amendment does not affect the rights, duties or any Supplement obligations of Indenture Trustee or Owner Trustee hereunder. The amendments which Transferor may be defective make without the consent of Noteholders or inconsistent with any provisions thereofEnhancement Providers pursuant to the preceding sentence may include the addition of a Transferor. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-66 2/3% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; providedPROVIDED, howeverHOWEVER, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each any Rating Agency without the consent of the Holders of Investor Certificates Noteholders of such Series or Class evidencing not less holding more than 66-66 2/3% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected thereby. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section SECTION 9.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) SECTION 9.1 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 Series Enhancer Enhancement Provider without the consent of such Series EnhancerEnhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 ARTICLE X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSECTION 9.1. (g) The Holders of Investor Certificates evidencing more than 66-Noteholders holding 66 2/3% or more of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% or more of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSECTION 9.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby the Servicer, or in connection withSeller and the Issuer, without the issuance consent of any of the first Series Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of Investor Certificates hereunder without this Agreement; provided, however, that such action shall not adversely affect in any material -------- ------- respect the requirement interests of any consents or of the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Seller and the Trustee, Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Seller shall have delivered to the Indenture Trustee and the -------- Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Seller reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Issuer at the direction of Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change portion of the Issuer (1) to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting Code, and (2) to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that (A) Seller delivers to the Indenture Trustee -------- ------- and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (B) the Rating Agency Condition has been satisfied, and (C) such amendment does not affect the rights, duties or any Supplement obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which Seller may be defective make without the consent of Noteholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include the addition of a Seller. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Seller and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-66 2/3% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Seller has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, -------- ------- that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Noteholders of such Series or Class evidencing not less holding more than 66-66 2/3% of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected thereby. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.1 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this --------- Agreement for the purposes of this Section.Section 9.1. ----------- (g) The Holders of Investor Certificates evidencing more than 66-Noteholders holding 66 2/3% or more of the aggregate unpaid Outstanding principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% or more of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Seller 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 9.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.--------------

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; , provided that (i) an Opinion of Counsel for the Transferors shall have Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee Officer’s Certificates of the TransferorsTrustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate, dated the date of any such Amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (iiiii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 6.3 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors Transferor 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d13.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior toby Servicer, Transferor and Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in connection with, any material respect the issuance interests of any of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth belowNoteholders. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Trustee, Issuer by a written instrument signed by each of them, without the consent of Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by Servicer and Issuer at the direction of Transferor without the consent of Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change portion of Issuer (A) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting Code and (B) to avoid the imposition of state or local income or franchise taxes imposed on Issuer's property or its income; provided, however, that (1) Transferor delivers to Indenture Trustee and Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement Section, (2) the Rating Agency Condition has been satisfied and (3) such amendment does not affect the rights, duties or any Supplement which may be defective obligations of Indenture Trustee (including Indenture Trustee in its role as Successor Servicer) or inconsistent with any provisions thereofOwner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIssuer, with the consent of the Holders of Investor Certificates evidencing not less Noteholders holding more than 66-2/3% of the aggregate unpaid principal amount Outstanding Amount of the Investor Certificates Notes of all each Series affected Series thereby for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor Certificateholder, Noteholder or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)affected Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a))consent, the Trustee Issuer shall furnish notification of the substance of such amendment to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series EnhancerEnhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 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 Series Enhancer Enhancement Provider without the consent of such Series EnhancerEnhancement Provider. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the TrusteeTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferor and the Trust, may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto or (C) qualify for sale treatment under the appropriate generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be defective necessary or inconsistent advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) the Rating Agency Condition is satisfied with any provisions thereofrespect to such amendment and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrust, with the consent of the Holders of Investor Certificates Outstanding Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Amortization Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderHolder of Outstanding Notes, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderHolder of Outstanding Notes, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Holder of Outstanding Notes or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Outstanding Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Outstanding Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Certificateholders; Noteholders, provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in provided, however, the Permitted Activities Servicer, the Transferor and the Owner Trustee may enter into one or more amendments, without the consent of the Trust except for those changes necessary for compliance with accounting requirements Indenture Trustee, any Controlling Entity or tax requirements the Holders of any Notes or required prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency and each Controlling Entity within 10 days of its execution) in order to (A) cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be defective necessary or inconsistent with advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee, each Controlling Entity and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any provisions thereofOutstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates the Outstanding Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Amortization Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderHolder of Outstanding Notes, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderHolder of Outstanding Notes, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Holder of Outstanding Notes or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Outstanding Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Owner Trustee shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Outstanding Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors and the Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided that (i) the Transferors shall have delivered to the Trustee Officer’s 's Certificates of the Transferors, dated the date of any such amendment, stating that the Transferors reasonably believe that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferors have not delivered Officer’s 's Certificates stating that there is no Adverse Effect, 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 shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such 105 amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section 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 Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder Notes under the Indenture without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the Owner Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that that: (i) the Transferors shall have Transferor has delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an a Significant Adverse Effect and Effect; (ii) the Rating Agency Condition shall have has been satisfied with respect to any such amendment; provided further that such action shall not effect and (iii) the Transferor has delivered to the Indenture Trustee and the Owner Trustee a change in Required Federal Income Tax Opinion; provided, however, the Permitted Activities Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, with prior notice to each Rating Agency, but without the consent of the Trust except for those changes necessary for compliance with accounting requirements Holders of any Notes or tax requirements or required satisfaction of the Rating Agency Condition, in order to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto or to make any other provisions with respect to matters or questions arising under this Agreement or in any Supplement which amendment hereto so long as a final amendment to this Agreement signed by the parties hereto is delivered to each Rating Agency within ten days of its execution and such amendment does not have a Significant Adverse Effect. Additionally, notwithstanding the preceding sentence, this Agreement may be defective amended by the Servicer and the Owner Trustee at the direction of the Transferor without the consent of any of the Noteholders or inconsistent Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Issuer (1) to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the Code, and (2) to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that: (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection; (ii) the Rating Agency Condition has been satisfied with any provisions thereofrespect to such amendment; (iii) the Transferor has delivered to the Indenture Trustee and the Owner Trustee a Required Federal Income Tax Opinion; and (iv) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Indenture Trustee and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesOwner Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount Outstanding Principal Amount of the Investor Certificates Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Significant Adverse Effect, and upon the satisfaction of the Rating Agency Condition, 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 CertificateholdersNoteholders; provided, that the Transferor has delivered to the Indenture Trustee and the Owner Trustee a Required Federal Income Tax Opinion; and provided, however, that no such amendment shall may: (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Events or Reinvestment Early Amortization Events that decrease the likelihood of the occurrence thereof shall will not be considered delays in the timing of distributions for purposes of this clause) to be made to Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, Noteholder; (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder in the Trust Assets without the consent of each affected Investor Certificateholder, Noteholder; or (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Noteholder. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Owner Trustee shall furnish notification of will notify the substance of such amendment to Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to will notify each Rating Agency and each Series Enhancer, of the substance of such amendment. (d) It shall If Noteholders are required to consent to any proposed amendments pursuant to this Section, such Noteholders need not be necessary for the consent of Investor Certificateholders under this Section to or approve the particular form of any proposed such 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 Investor Certificateholders shall be Noteholders is subject to such reasonable requirements as the Indenture Trustee may prescribeprescribes. (e) Notwithstanding anything in this Section (other than subsection (i) below) to the contrary, no amendment may be made to this Agreement or any Supplement which that would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 shall Article X of the Indenture will not be considered an amendment to of this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount Outstanding Principal Amount of the Investor Certificates Notes of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount Outstanding Principal Amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall will cease to exist, and any default arising therefrom shall will be deemed to have been remedied for every purpose of this Agreement. No such waiver shall will extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Promptly after the execution of any such waiver, the Owner Trustee will notify each Rating Agency of the substance of such waiver. (h) The Owner Trustee may, but shall is not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be is entitled to receive the Opinion of Counsel described in subsection 13.02(dSection 8.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection withby the Transferor, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect . Additionally, notwithstanding any provision of this Article VII to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a change Collateral Certificate is included in the Permitted Activities Trust Assets, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Trust except for Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with accounting securities law requirements or tax requirements banking regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment. Notwithstanding any other provision of this Article VII, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or required add to cure any ambiguity the provisions of this Agreement (i) to facilitate compliance with the FDIC Rule or correct changes in laws or supplement any provision contained regulations applicable to the Transferor, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any Supplement applicable Registration Statement on Form SF-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which may applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be defective consistent with or inconsistent in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment and, to the extent a Collateral Certificate is included in the Trust Assets, a Master Trust Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Issuer shall have provided 10 Business Days’ prior written notice of the substance of such amendment to each Note Rating Agency. A copy of any amendment to this Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency. Any amendments regarding the addition or removal of Receivables or Collateral Certificates from the Trust as provided herein, executed in accordance with the provisions thereofhereof, shall not be considered amendments to this Agreement for the purpose of subsections 7.1(a) and (b). (b) This Agreement or any Supplement may also be amended in writing from time to time (including in connection with the issuance of a Supplemental Certificate) by the ServicerTransferor, the Transferors Indenture Trustee and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series Series, Classes or Tranches of Notes for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 Certificateholdersany Noteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement Agreement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series Series, Class or Class Tranche of Notes by each Note Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class Noteholders evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series Series, Class or Class Tranche (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a(a)), the Trustee Trust shall furnish notification of the substance of such amendment to each Investor CertificateholderNoteholder, and the Servicer Transferor shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerSupplemental Credit Enhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 7.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 7.1 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 Series Enhancer Supplemental Credit Enhancement Provider without the consent of such Series EnhancerSupplemental Credit Enhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Article X of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 6.03 7.1. Any supplemental agreement executed in accordance with the provisions of Section 3.2 or any Assumption Agreement executed in accordance with the provisions of Section 3.4 shall not be considered an amendment to this Agreement for the purposes of this SectionSection 7.1. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of Owner Trustee and the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the Trustee’s rights, duties duties, benefits, protections, privileges or immunities of the Owner Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d7.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Administrator, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Issuer Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any material amendment. Additionally, notwithstanding any provision of this Article VIII to the contrary, this Agreement may also be amended without the consent of any of the Noteholders to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking laws or regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Issuer Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in . Additionally, notwithstanding any other provision of this Article VIII to the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in contrary, this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by an instrument signed by the Servicer, the Transferors Transferor, the Administrator, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement (i) to facilitate compliance with or changes in laws or regulations applicable to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable offering document, in each case upon delivery by the Transferor to the Indenture Trustee and the Issuer Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with any change of law or regulation which applies to the case of a change Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in the Permitted Activities furtherance of the Trust which is statements made with respect to this Indenture in any applicable offering document. Additionally, notwithstanding any other provision of this Article VIII to the contrary, this Agreement may also be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement and the other Transaction Documents to enable the Issuer to file a Registration Statement (and any related exhibits thereto) for the offering of securities registered under the Securities Act and to comply with Regulation AB (including, without limitation, ongoing reporting obligations thereunder), upon delivery by the Issuer to the Indenture Trustee and the Transferor of an Officer’s Certificate of the Issuer, dated the date of any such amendment, to the effect that the Issuer reasonably believes that such amendment will not materially adverse have an Adverse Effect. A copy of any amendment to Holders of Investor Certificatesthis Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency. (b) This Agreement may also be amended in writing from time to time by the Servicer, the Transferor, the Indenture Trustee and the Trust, with the consent of Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% 66 ⅔% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series Series, Classes or Tranches of Notes for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 Certificateholdersany Noteholders; provided, however, that no such amendment shall shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement Agreement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series Series, Class or Class Tranche of Notes by each Note Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class Noteholders evidencing not less than 66-2/3% 66 ⅔% of the aggregate unpaid principal amount of the Investor Certificates of such Series Series, Class or Class Tranche (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a(a)), the Trustee Trust shall furnish notification of the substance of such amendment to each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerSupplemental Credit Enhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 8.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 8.1 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 Series Enhancer Supplemental Credit Enhancement Provider without the consent of such Series EnhancerSupplemental Credit Enhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 8.1. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of Issuer Trustee and the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the Trustee’s rights, duties duties, benefits, protections, privileges or immunities of the Issuer Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Issuer Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d8.2(b). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection withby the Servicer, the issuance Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without consent of any of the first Noteholders or the Series Enhancers, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of Investor Certificates hereunder without this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in any material respect the requirement interest of any consents of the Noteholders or the satisfaction any Series Enhancer. The Transferor shall provide notice of any conditions set forth belowsuch amendment to each Rating Agency. This Additionally, this Agreement or any Supplement may be amended from time to time (including, without limitation, including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to Section 4.06SECTION 4.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Certificateholders; provided Series Enhancers or any of the Noteholders, PROVIDED that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Notwithstanding anything else to the contrary herein, this agreement may be amended by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them without the consent of the Noteholders or the Series Enhancers, upon satisfaction of the Rating Agency Condition with respect to such action shall not effect amendment (without anything further) as may be necessary or advisable in order (a) to enable all or a change portion of the Issuer to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the Permitted Activities provisions of Section 860L of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained Code (and, in this Agreement or any Supplement which may be defective or inconsistent connection with any such election, to modify or eliminate existing provisions thereofrelating to the intended Federal income tax treatment of the Notes) or (b) to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; PROVIDED, HOWEVER, the amendments which the Transferor, the Servicer, the Issuer and the Indenture Trustee may make without the consent of any of the Noteholders or Series Enhancers pursuant to this sentence may include, without limitation, the addition of provisions to permit a sale of Receivables in connection with clauses (a) and (b) above. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor, the Issuer and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesIndenture Trustee, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; providedPROVIDED, howeverHOWEVER, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Redemption Events or Reinvestment 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates each Noteholder of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Issuer shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) SECTION 10.01 to the contrary, no amendment may be made to this Agreement or any Participation Interest Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the consent of such Series Enhancer. (f) Any Supplement executed in accordance with the provisions of Section 6.03 shall not be considered an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates Notes evidencing more than 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-66 2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes Outstanding of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or any Series Enhancer or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (hg) 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 's or the Indenture Trustee's rights, duties duties, benefits, protections, privileges or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, each of the Owner Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(dSECTION 10.02(d)(i). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection withby the Transferor, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the CertificateholdersNoteholders; provided that (i) the Transferors each Transferor shall have delivered to the Indenture Trustee and the Issuer Trustee an Officer’s Certificates Certificate of the Transferorssuch Transferor, dated the date of any such amendment, stating that the Transferors such Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any material amendment. Additionally, notwithstanding any provision of this Article VII to the contrary and in addition to the immediately preceding paragraph, this Agreement may also be amended without the consent of any of the Noteholders to provide for (i) the establishment of multiple asset pools and the designation of Trust Assets to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Issuer Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that such action shall not effect a change in . Notwithstanding any other provision of this Article VII, this Agreement may be amended from time to time by an instrument signed by the Permitted Activities Transferor, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of the Trust except for those changes necessary for this Agreement (i) to facilitate compliance with accounting requirements changes in laws or tax requirements regulations applicable to the Transferor, the Issuer, the Indenture Trustee or required to cure any ambiguity or correct or supplement any provision contained the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any Supplement which may be defective applicable offering document, in each case upon delivery by the Transferor to the Indenture Trustee and the Issuer Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or inconsistent (B) such amendment is required to remain in compliance with any change of law or regulation which applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions thereof. (b) This hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement or in any Supplement applicable offering document. Additionally, notwithstanding any other provision of this Article VII, this Agreement may also be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement and the other Transaction Documents to enable the Issuer to file a Registration Statement (including and any related exhibits thereto) for the offering of securities registered under the Securities Act and to comply with Regulation AB (including, without limitation, ongoing reporting obligations thereunder), upon delivery by the Issuer to the Indenture Trustee and the Transferor of an Officer’s Certificate of the Issuer, dated the date of any such amendment, to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect. A copy of any amendment to this Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency. Any amendments regarding the addition or removal of Receivables or Collateral Certificates from the Trust as provided herein, executed in connection accordance with the issuance provisions hereof, shall not be considered amendments to this Agreement for the purpose of a Supplemental Certificatesubsections 7.1(a) and (b). (b) This Agreement may also be amended in writing from time to time by the ServicerTransferor, the Transferors Indenture Trustee and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates Noteholders evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other cases, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% 66⅔% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Dollar Principal Amount of all affected Series Series, Classes or Tranches of Notes for which the Transferors have Transferor has not delivered an Officer’s Certificates Certificate stating that there is no Adverse Effect, 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 Certificateholdersany Noteholders; provided, however, that no such amendment shall shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Out Early Amortization Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Supplemental Credit Enhancement Agreement and any Derivative Agreement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series Series, Class or Class Tranche of Notes by each Note Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class Noteholders evidencing not less than 66-2/3% 66⅔% of the aggregate unpaid principal amount of the Investor Certificates Outstanding Dollar Principal Amount of such Series Series, Class or Class Tranche (which shall not be deemed to occur if the Note Rating Agency Condition shall have been satisfied with respect to such amendment). (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(a(a)), the Trustee Trust shall furnish notification of the substance of such amendment to each Investor CertificateholderNoteholder, and the Servicer Transferor shall furnish notification of the substance of such amendment to each Note Rating Agency and each Series EnhancerSupplemental Credit Enhancement Provider. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 7.1 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 7.1 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 Series Enhancer Supplemental Credit Enhancement Provider without the consent of such Series EnhancerSupplemental Credit Enhancement Provider. (f) Any Indenture Supplement executed in accordance with the provisions of Article X of the Indenture shall not be considered an amendment of this Agreement for the purposes of this Section 6.03 7.1. Any supplemental agreement executed in accordance with the provisions of Section 3.2 or any Assumption Agreement executed in accordance with the provisions of Section 3.4 shall not be considered an amendment to this Agreement for the purposes of this SectionSection 7.1. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of Issuer Trustee and the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors 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 Investor Certificateholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects in any material respect the Trustee’s rights, duties duties, benefits, protections, privileges or immunities of the Issuer Trustee or the Indenture Trustee, as applicable, under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Issuer Trustee and the Indenture Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d7.2(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferors Transferor and the TrusteeTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the CertificateholdersNoteholders; provided that (i) the Transferors Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificates of the Transferors's Certificate, dated the date of any such amendmentAmendment, stating that the Transferors Transferor reasonably believe believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment; provided further that . Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer and the Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such action shall not effect provisions as may be necessary or advisable in order to enable all or a change in the Permitted Activities portion of the Trust except for those changes necessary for compliance with accounting (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained set forth in this Agreement subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any Supplement outstanding Series or Class as to which it is a Rating Agency and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may be defective make without the consent of Noteholders or inconsistent with any provisions thereofSeries Enhancers pursuant to the preceding sentence may include, without limitation, the addition of a sale of Receivables. (b) This Agreement or any Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferors Transferor and the Trustee (A) in the case of a change in the Permitted Activities of the Trust which is not materially adverse to Holders of Investor Certificates, with the consent of Holders of Investor Certificates evidencing not less than 50% of the aggregated unpaid principal amount of the Investor Certificates of each outstanding Series affected by such change, unless such change is necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement or any Supplement which may be defective or inconsistent with any provisions thereof and (B) in all other casesTrust, with the consent of the Holders of Investor Certificates Notes evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of all affected Series for which the Transferors have Transferor has not delivered an Officer’s Certificates 's Certificate stating that there is no Adverse Effect, 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 CertificateholdersNoteholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay-Pay Out Events or Reinvestment Events of Default 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 Investor Certificateholders Noteholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected CertificateholderNoteholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder Noteholder without the consent of each affected Investor CertificateholderNoteholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder Noteholder or (iv) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates Notes of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of such Series or Class (which shall not be deemed to occur if the Rating Agency Condition shall have been satisfied with respect to such amendment)Class. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to subsection 13.01(aparagraph (a)), the Trustee Trust shall furnish notification of the substance of such amendment to the Indenture Trustee and each Investor CertificateholderNoteholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders Noteholders under this Section 9.01 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 Investor Certificateholders Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe. (e) Notwithstanding anything in this Section (other than subsection (i) below) 9.01 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 Series Enhancer without the consent of such Series Enhancer. (f) Any Indenture Supplement executed in accordance with the provisions of Section 6.03 Article X of the Indenture shall not be considered an amendment to of this Agreement for the purposes of this SectionSection 9.01. (g) The Holders of Investor Certificates Notes evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series or, with respect to any Series with two (2) or more Classes, of each Class (or, with respect to any default that does not relate to or affect all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates Notes of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all CertificateholdersNoteholders, waive any default by the Transferors Transferor 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 Investor Certificateholders Noteholders or to make any required deposits of any amounts to be so distributed. 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. (h) The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s 's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Owner Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.02(d9.02(d). (i) [Reserved.] (j) Additionally, this Agreement and any Supplement will be amended by the Transferors without the consent of the Servicer, the Trustee or any Investor Certificateholder to account for the transfer of assets as sales in accordance with FASB Statement No. 140 or any successor FASB statement; provided that the Transferors deliver a Tax Opinion on the date of such amendment. Promptly after the effectiveness of any amendment pursuant to this subsection, the Transferors shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating Agency. (k) In the event that any Receivables Purchase Agreement provides for any vote or consent by any Investor Certificateholders in connection with an amendment of such Receivables Purchase Agreement, such Investor Certificateholders shall be given the opportunity to vote on or consent to such amendment, in accordance with the terms and conditions specified therein. In the event that any Receivables Purchase Agreement specifies any action to be taken by the Transferors, the Trustee or the Servicer, in connection with any amendment of such Receivables Purchase Agreement, the Transferors, the Trustee and the Servicer hereby agree to take such action in accordance with the terms and conditions therein. (l) Any supplemental agreement executed in accordance with the provisions of Section 7.02 or any Assumption Agreement executed in accordance with the provisions of Section 7.05 shall not be considered an amendment to this Agreement for the purposes of this Section 13.01.