Common use of Waivers and Amendments Clause in Contracts

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent the Collateral Agent, the Managing Agents or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b12.1(b). The Loan PartiesConduit Purchasers, Seller, the Servicer, the Managing Agents and the Collateral Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Collateral Agent or the Managing Agents for the benefit of the LendersPurchasers, (D) except pursuant to Article XII XI hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except as may be required pursuant to a Conduit Purchaser’s Liquidity Agreement) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b12.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Defaulted Receivables,” “Default Proxy Ratio,” “Delinquency Ratio,” “Delinquent Receivable,” “Discount and Servicing Fee Reserve,” “Dilution Horizon Ratio,” “Dilution Reserve,” “Dilution Reserve Ratio,” “Dilution Ratio,” “Eligible Receivable,” “Loss Horizon Ratio,” “Loss Reserve,” “Dilution ReserveLoss Reserve Ratio,” “Interest ReserveLoss-to-Balance Ratio,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorReceivables Dilution Ratio” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of the Program Agent, any Managing Agent or any Lender Investor in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b); it being understood that notwithstanding anything in this Section 13.1(b) to the contrary, no material amendment to this Agreement shall become effective with respect to any Conduit Investor unless, if required by the documents governing such Conduit Investor’s commercial paper program, such Conduit Investor (or the applicable Managing Agent on its behalf) shall have received written confirmation from each of the Rating Agencies that such amendment shall not result in the reduction or withdrawal of the rating of such Conduit Investor’s Commercial Paper. The Loan PartiesConduit Investors, Seller, Servicer, the Managing Agents and the Program Agent, at the direction of the Required Committed Lenders and the Administrative Agent Investors, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, provided that no such modification or waiver shall: (i) without the consent of each affected LenderInvestor, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to the Program Agent or any Managing Agent for the benefit of the LendersInvestors, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderInvestor, any Committed LenderInvestor’s Pro Rata Share (except as may be required pursuant to a Conduit Investor’s Support Facilities) or any Committed LenderInvestor’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors, Section 9.1(e) or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAggregate Reserves”, “Cash Receipt Date”, “Charged-Off Receivable”, “Concentration Limit”, “Default Ratio”, “Defaulted Receivable”, “Delinquency Ratio”, “Delinquent Receivable”, “Dilution Horizon Ratio”, “Dilution Ratio”, “Dilution Reserve,” “Dilution Reserve Percentage”, “Eligible Receivable,” “Investor Interest”, “Loss Horizon Ratio”, “Loss Ratio”, “Loss Reserve,” ”, “Dilution Loss Reserve Percentage”, “Net Receivable Pool Balance”, “Receivable”, “Stress Factor”, “Turnover Rate”, “Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” ”, or “Required Yield and Servicer Fee Reserve Factor FloorPercentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in in, clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement (other than an amendment pursuant to and in accordance with Section 2.18) or any other Loan Document (other than any Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification waiver, amendment, or waiver consent shall: (ia) increase or extend any Revolver Commitment of any Lender without the written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender, (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document without the written consent of each Lender adversely affected Lender, thereby, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (Bc) reduce the principal of, or the rate of interest on, any loan or extend the time other extension of payment of Interest credit hereunder, or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee fees or other amounts payable to hereunder or under any Agent for other Loan Document without the benefit written consent of the Lenders, each Lender adversely affected thereby, (Dd) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s “Pro Rata Share Share” or any Committed Lender’s Commitment, Sections 2.3 or 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby, (Ee) amend, amend or modify this Section or waive any provision of this Agreement providing for consent or other action by all Lenders without the definition written consent of Required Committed Lenders or this Section 14.1(b), each Lender, (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Gf) change the definition of “Borrowing Base,Required Lenders” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” without the written consent of each Lender, or (g) other than as permitted by Article XII, release any Loan Party from any obligation for the payment of money without the written consent of each Lender, and provided further, however, that no amendment, waiver or “Required Reserve Factor Floor” consent shall, unless in writing and signed by Agent or (H) amend the respective Issuing Lender, as applicable, affect the rights or modify any defined term (duties of Agent or such Issuing Lender, as applicable, under this Agreement or any defined term used directly other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or indirectly in such defined term) used in clauses (A) through (G) above in a manner release of, or with respect to, any provision of this Agreement or any other Loan Document that would circumvent relates only to the intention relationship of the restrictions set forth Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of Borrower. The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase shall only require the consent of Borrower, the Agent and the new Lender and shall not require the consent of any other Lender. If any action to be taken by the Lender Group or Agent hereunder requires the greater than majority or unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then Agent or, if no Event of Default has occurred and is continuing, Borrower, upon at least 5 Business Days’ prior irrevocable notice to the Holdout Lender or Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of any participation in any Letter of Credit Usage) without any premium or penalty of any kind whatsoever. If the Holdout Lender or Defaulting Lender shall refuse or fail to execute and deliver any such clauses; orAssignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Defaulting Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to make its Pro Rata Share of Loans and to purchase a participation in each Letter of Credit, in accordance with this Agreement.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Company, each Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes issued by any Company shall have confirmed that the ratings of the commercial paper notes of such Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower any Seller or the any Servicer, (B) reduce the rate or extend the time of payment of Interest Yield, any fees or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any LC Participant’s LC Share, any Financial Institution’s Commitment or LC Amount or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveDilution Ratio” or “Required Reserve Factor Floor” amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b)Section. The Loan PartiesThis Agreement and the provisions hereof may only be amended, supplemented, modified or waived in a writing signed by the Borrower, the Required Committed Lenders Servicer and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Required Lenders; provided, however, that no such modification or waiver shall: (i) without the consent of each affected any Lender, the Administrative Agent and the Borrower may amend this Agreement solely to add additional Persons as Lenders hereunder and to increase the Facility Limit accordingly; (ii) the Administrative Agent, the Servicer and the Lenders may enter into amendments to modify any of the terms or provisions of Article IX of this Agreement without the consent of the Borrower, provided that (x) such amendment has no negative impact upon the Borrower, and (y) unless an Amortization Event has occurred and is continuing, the Borrower shall have the right to consent to the appointment of a successor Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) without the consent of each Lender directly affected thereby, the other parties hereto may not (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP CostsInterest), (C) reduce any fee payable to any the Administrative Agent for the benefit of the Lendersany Lender, (D) except pursuant to Article XII hereof, change the amount of the principal Principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentAdvance, (E) release all or substantially all of the Collateral, (F) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b)Section, (FG) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (GH) change the definition of “Amortization Event”, Borrowing Base,” ”, “Commitment”, “Obligor Concentration Limit”, “Loss Horizon Ratio”, “Dilution Reserve”, “Eligible Receivable,”, “Net Receivables Balance” and “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorPercentage” or (HI) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or. Any modification or waiver made in accordance with this Section shall be binding upon each of the parties hereto.

Waivers and Amendments. (a) No failure or delay on This Warrant may be amended and the part observance of any Agent other term of this Warrant may be waived (either generally or any Lender in exercising any powera particular instance and either retroactively or prospectively), right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial with the written consent of the Company and the holders of 55% of the Shares issuable upon exercise of the Warrants issued pursuant to the Purchase Agreement; provided, that: (i) any such poweramendment, right waiver or remedy preclude consent shall apply with equal force to all of the Warrants issued pursuant to the Purchase Agreement and the holders of such Warrants; (ii) except for any amendment, waiver or consent which applies with equal force to all of the Warrants issued pursuant to the Purchase Agreement and the holders of such Warrants with respect to the operation of any of the provisions of such Warrants that require an adjustment to the Exercise Price and the number and kind of shares of stock or other further exercise thereof securities or property deliverable upon the exercise of this Warrant upon the occurrence of any other powerspecified event, right transaction, condition or remedy. The rights and remedies herein provided circumstance, the written consent of the Holder shall be cumulative required for any amendment, waiver or consent that would (x) increase the Exercise Price or decrease the number or type of shares of stock or other securities or property purchasable at the time of such amendment, waiver or consent upon exercise of this Warrant, or (y) impair the Holder’s right to exercise this Warrant or the effect of Section 7; and nonexclusive (iii) no consideration or other accommodation is paid or provided to any holder of any rights such Warrants in connection with or remedies provided by lawrelated to such amendment, waiver or consent that is not also offered to the Holder. Any amendment or waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing effected in accordance with the provisions this Section 9(e) shall be binding upon Holder of this Section 14.1(bWarrant (and of any Shares into which this Warrant is exercisable). The Loan Parties, the Required Committed Lenders and each future holder of all such securities and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orCompany.

Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesCompany, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except pursuant to Section 1.5) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseDelinquency Ratio,” “Dilution Ratio,” “Eligible Receivable,” “Loss ReserveReserve Percentage,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Loss Reserve” or “Required Reserve Factor FloorLoss-to-Liquidation Ratio,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent the Collateral Agent, the Managing Agents or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b12.1(b). The Loan PartiesConduit Purchasers, Seller, the Servicer, the Managing Agents and the Collateral Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Collateral Agent or the Managing Agents for the benefit of the LendersPurchasers, (D) except pursuant to Article XII XI hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except as may be required pursuant to a Conduit Purchaser’s Liquidity Agreement) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b12.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Eligible ReceivableDefaulted Receivables,” “Loss ReserveDefault Proxy Ratio,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orDelinquency

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or waiver consent shall: (ia) waive any condition set forth in Section 4.01.1 without the written consent of each Lender; (b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans, or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder or under any other Credit Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 8.05 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or add any provision to this Agreement in a manner that would alter the pro rata sharing of payments required hereunder as of the date hereof without the prior written consent of each Lender, ; (f) (A) extend reduce the Scheduled Termination Date amount of Commitments or Loans specified in the date definition of any payment or deposit “Required Floor Plan Lenders” without the written consent of Collections by Borrower or the Servicereach Floor Plan Lender, (B) reduce the rate amount of Commitments or extend Loans specified in the time definition of payment “Required Revolving Credit Lenders” or “Supermajority Lenders” without the written consent of Interest or any CP Costs (or any component of Interest or CP Costs), each Revolving Credit Lender and (C) change any provision of this Section or reduce any fee payable to any Agent for the benefit aggregate commitment amount specified in the definition of the “Required Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share ” or any Committed other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender’s Commitment, ; (Eg) amend, modify or waive Section 4.02 or any other provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Floor Plan Lender or Revolving Credit Lenders, as applicable, if the effect of such amendment, modification or waiver is to require the Floor Plan Lenders or Revolving Credit Lenders to make Floor Plan Loans or Revolving Credit Loans, as applicable, when such Lenders would not otherwise be required to do so; (Gh) change release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document) without the prior written consent of each Lender; (i) amend or otherwise modify the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReservePro Rata Share” or “Required Reserve Factor Floor” or (H) amend or otherwise modify any defined term (the provisions of Section 2.08.3 or Section 9.14 or any defined term used directly other provision of this Agreement without the written consent of each Lender or indirectly in such defined term) used in clauses (A) through (G) above add any provision to this Agreement in a manner that would circumvent alter the intention pro rata treatment required hereunder as of the restrictions date hereof without the prior written consent of each Lender; (j) modify the definition of the term “Borrowing Base” (or any component definition thereof as used therein to determine eligibility under the Borrowing Base), including any advance rates set forth therein, in the case of each of the foregoing, if such clausesmodification would increase the amount available to be borrowed (or the amount available for Letters of Credit) under the Credit Documents without the written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves, to modify any eligibility standards pursuant to Section 2.21 or to exercise its Permitted Discretion without the consent of any other Credit Party; or (k) subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each case, as such definitions were in effect on the Closing Date) in each case without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall amend or modify any Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required Lender consent or approval shall be required or permitted with respect to any such amendments or modifications to any Swap Agreements) or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (vi) no amendment, waiver or consent shall, unless in writing and signed by M&T Bank as M&T Advance Lender in addition to the applicable Lenders required above, affect the rights or duties of M&T Advance Lender pursuant to this Agreement and (vii) notwithstanding anything to the contrary in this Agreement or any other Credit Document, but except for the consents required pursuant to clause (f) above, any waiver, amendment or modification of this Agreement or any other Credit Document that by its terms affects the rights or duties under this Agreement or such Credit Document of Lenders solely in their capacities as Lenders holding Loans or Commitments of a particular Class (but not in their capacities as Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrowers in respect of such particular Class, on the one hand, and the Required Floor Plan Lenders or the Required Revolving Credit Lenders, on the other hand, as applicable. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrowers have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrowers shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as (x) to do so would not adversely affect the interests of the Lenders and (y) such amendment is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof, and any such amendment shall become effective without any further action or consent of any of other party to this Agreement.

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement (other than an amendment pursuant to and in accordance with Section 2.17) or any other Loan Document (other than any Fee Letter), and no consent with respect to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent at the written request of the Required Lenders) and the Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification waiver, amendment, or waiver consent shall: (ia) increase or extend any Revolver Commitment of any Lender without the written consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Event of Default or Unmatured Event of Default shall constitute an increase in any Revolver Commitment of any Lender, (b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document without the written consent of each Lender adversely affected Lender, thereby, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (Bc) reduce the principal of, or the rate of interest on, any loan or extend the time other extension of payment of Interest credit hereunder, or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee fees or other amounts payable to hereunder or under any Agent for other Loan Document without the benefit written consent of the Lenders, each Lender adversely affected thereby, (Dd) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s “Pro Rata Share Share” or any Committed Lender’s Commitment, Sections 2.3 or 10.3 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby, (Ee) amend, amend or modify this Section or waive any provision of this Agreement providing for consent or other action by all Lenders without the definition written consent of Required Committed Lenders or this Section 14.1(b), each Lender, (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Gf) change the definition of “Borrowing Base,Required Lenders” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” without the written consent of each Lender, or (g) other than as permitted by Article XII, (i) release any Loan Party from any obligation for the payment of money or (Hii) amend release any Guarantor from its guarantee of the Revolving Credit Facility (other than as required by this Agreement or modify any defined term (the other Loan Documents), in each case, without the written consent of each Lender, and provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by the Agent affect the rights or duties of the Agent under this Agreement or any defined term used directly other Loan Document. The foregoing notwithstanding, any amendment, modification, waiver, consent, termination, or indirectly in such defined term) used in clauses (A) through (G) above in a manner release of, or with respect to, any provision of this Agreement or any other Loan Document that would circumvent relates only to the intention relationship of the restrictions set forth Lender Group among themselves, and that does not affect the rights or obligations of the Borrower, shall not require consent by or the agreement of the Borrower. The foregoing to the contrary notwithstanding, an amendment to this Agreement to effectuate an Approved Increase in accordance with Section 2.17 shall only require the consent of the Borrower, the Agent and the new Lender and shall not require the consent of any other Lender. If any action to be taken by the Lender Group or the Agent hereunder requires unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement or if any Lender is a Defaulting Lender hereunder, then the Agent or, if no Event of Default has occurred and is continuing, the Borrower, upon at least five Business Days’ prior irrevocable notice to the Holdout Lender or Defaulting Lender, may permanently replace the Holdout Lender or Defaulting Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender or Defaulting Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Defaulting Lender shall specify an effective date for such clauses; orreplacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or such Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Holdout Lender or Defaulting Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Defaulting Lender shall be made in accordance with the terms of Section 9.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations of the Holdout Lender or Defaulting Lender hereunder and under the other Loan Documents, the Holdout Lender or Defaulting Lender, as applicable, shall remain obligated to make its Pro Rata Share of Loans in accordance with this Agreement.

Waivers and Amendments. (a) No failure or delay on the part The provisions of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement each Credit Document may from time to time be amended, supplemented, modified or waived except waived, if such amendment, modification or waiver is in writing in accordance with and consented to by the provisions of this Section 14.1(b). The Loan Parties, Borrower and the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such amendment, modification or waiver shall: (i) modify this Section without the consent of all Lenders; (ii) increase the aggregate amount of any Credit Extensions required to be made by a Lender pursuant to its Commitments, extend the maturity date of any Credit Extension made (or participated in) by any Lender or reduce any fees described in Article III payable to any Lender without the consent of such Lender or change the date or the amount of or the application any principal repayment described in Section 3.1(a) or (b), without the consent of each Lender to be adversely affected by such amendment, modification or waiver; (iii) forgive the principal amount of or reduce the rate of interest on any Lender, (A) ’s Loan or extend the Scheduled Termination Date date on which interest or the date fees are payable in respect of any payment Lender’s Loans, in each case, without the consent of such Lender (it being understood and agreed, however, that any vote to rescind the application of any default rate of interest or deposit any acceleration made pursuant to Section 11.2 and Section 11.3 of Collections by Borrower or amounts owing with respect to the Servicer, Loans and other Obligations shall only require the vote of the Required Lenders); (Biv) reduce the rate percentage set forth in, or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs)otherwise modify, (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Required Lenders” or modify any requirement hereunder that any particular action be taken by all Lenders without the consent of all Lenders; (v) except as otherwise expressly provided in a Credit Document, release any Obligor from its Obligations under any Credit Documents or subordinate the right to payment of any Obligations, or release any material portion of the Collateral under the Credit Documents or subordinate the Agent’s Lien therein, in each case without the consent of all Lenders (and each counterparty under any Secured Hedging Agreement, if not then a Lender); (vi) affect adversely the interests, rights or obligations of the Agent (in its capacity as the Agent) or the Issuer (in its capacity as Issuer), unless consented to by the Agent or the Issuer, as the case may be; or (vii) modify the definitions of “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveRestricted Payments” or “Required Reserve Factor Floor” Excess Cash Flow”; permit any Restricted Payments not expressly permitted by Section 10.5; waive, postpone or (H) amend forgive any payment required under Section 3.1(d)(v); modify Section 10.5 or Section 3.1(d)(v); or modify any defined term (or other definition if that modification would have the effect of causing any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in foregoing; without the consent of all Joint Lead Arrangers. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Loan Commitment of such clauses; orLender may not be increased or extended without the consent of such Lender.

Waivers and Amendments. (a) No failure or delay on the part (whether by course of any Agent conduct or otherwise) by any Lender Party in exercising any powerright, right power or remedy which such Lender Party may have under this Agreement any of the Loan Documents shall operate as a waiver thereofthereof or of any other right, power or remedy, nor shall any single or partial exercise by any Lender Party of any such powerright, right power or remedy preclude any other or further exercise thereof or the exercise of any other powerright, right power or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive No waiver of any rights provision of any Loan Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed as provided below in this section, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance instances and for the specific purpose purposes for which given. (b) given and to the extent specified in such writing. No provision notice to or demand on any Restricted Person shall in any case of itself entitle any Restricted Person to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Documents set forth the entire understanding between the parties hereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no waiver, consent, release, modification or amendment of or supplement to this Agreement may or the other Loan Documents shall be amended, supplemented, modified valid or waived except effective against any party hereto unless the same is in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: signed by (i) if such party is Borrower, by Borrower, (ii) if such party is Administrative Agent, Collateral Agent or LC Issuer, by such party and (iii) if such party is a Lender, by such Lender or by Administrative Agent (or Collateral Agent) on behalf of Lenders with the written consent of Required Lenders (which consent has already been given as to the termination of the Loan Documents as provided in Section 10.9). Notwithstanding the foregoing or anything to the contrary herein, Administrative Agent shall not, without the prior consent of each individual Lender, execute and deliver on behalf of such Lender any waiver or amendment which would: (1) waive any of the conditions specified in Article IV, (2) increase the maximum amount which such Lender is committed hereunder to lend, (3) reduce or forgive any fees payable to such Lender hereunder, or the principal of, or interest on, such Lender’s Loans or Notes, (4) postpone or extend any date fixed for any payment of any such fees, regularly scheduled payments of principal or interest or the date for the elimination in whole or part of any Borrowing Base Deficiency, (5) increase the Borrowing Base (provided only the consent of each affected Required Lenders is required for reaffirmations or decreases in the Borrowing Base), (6) amend the definition herein of “Required Lenders” or otherwise change the aggregate amount of Percentage Shares which is required for Administrative Agent, Collateral Agent, Lenders or any of them to take any particular action under the Loan Documents, (7) release Borrower from its obligation to pay Obligations to such Lender, (A) extend 8) release any Guarantor from its guaranty of the Scheduled Termination Date or Obligations, except for such releases permitted by the date of any payment or deposit of Collections by Borrower or the ServicerLoan Documents, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G9) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above Section 3.1 in a manner that would circumvent alter the intention pro rata sharing of payments required thereby or change Section 7.6(iv) in any manner, (10) change the Percentage Share of any Lender (other than as a result of the restrictions set forth in incurrence of any reallocation pursuant to Section 2.18(a)(iv) as a result of a Lender becoming or ceasing to be a Defaulting Lender), (11) release any material portion of the Collateral, except for such clauses; orreleases relating to dispositions of property permitted by the Loan Documents, or (12) amend this Section 10.1(a). Notwithstanding the foregoing (i) no Defaulting Lender’s Commitment shall be included for purposes of ascertaining Required Lender or unanimous Lender approvals and (ii) no Defaulting Lender shall have the right to vote to approve or disapprove or consent or withhold consent to any amendment, waiver or consent of any provision of any Loan Document, release any Collateral or to direct the actions of Administrative Agent or Collateral Agent.

Waivers and Amendments. (a) No failure or delay on With the part written consent of any Agent or any Lender in exercising any powerthe Holders of a Majority of the Registrable Securities, right or remedy the obligations of the Company and the rights of the Holders of Registrable Securities under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amendedwaived (either generally or in a particular instance, supplementedeither retroactively or prospectively and either for a specified period of time or indefinitely), modified and with such consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b). The Loan Parties, Agreement or of any supplemental agreement or modifying in any manner the Required Committed Lenders rights and obligations hereunder of the Holders of Registrable Securities and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Company; provided, however, that no such modification waiver or supplemental agreement shall reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver shall: (i) or supplemental agreement, without the consent of the Holders of all of the Registrable Securities. (b) Upon the effectuation of each affected Lendersuch waiver, consent or agreement of amendment or modification, the Company agrees to give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. (Ac) extend Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the Scheduled Termination Date party against which enforcement of the change, waiver, discharge or termination is sought. Specifically, but without limiting the date generality of the foregoing, the failure of any payment party hereunder at any time or deposit times to require performance of Collections any provision hereof by Borrower or the Servicer, (B) reduce Company shall in no manner affect the rate or extend right of such party at a later time to enforce the time of payment of Interest or same. No waiver by any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal breach of any Lender, any Committed Lender’s Pro Rata Share term or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under contained in this Agreement, (G) change the definition in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” any such breach, or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention waiver of the restrictions set forth breach of any other term or covenant contained in such clauses; orthis Agreement.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (ba) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except as may be required pursuant to the Liquidity Agreement) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"Applicable Maximum Purchaser Interest,” “" "Applicable Stress Factor," "Dilution Ratio," "Dilution Reserve," "Eligible Receivable,” “" "Loss Ratio," "Loss Reserve,” “Dilution " "Loss Percentage," "Net Receivables Balance" or "Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesEach Company, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b)13.1(b) or Section 2.6, Section 4.6 or Section 13.6, (F) release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Agent, the Purchasers or the Financial Institutions, (G) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or (iii) without the written consent of the Agent and each Purchaser (A) amend, modify or waive any Potential Amortization Event or Amortization Event; (B) change the definition of “Aggregate Reserves,” “Concentration Limits,” “Default Ratio,” “Delinquency Ratio Trigger,” “Dilution Horizon Factor,” “Dilution Reserve,” “Dilution Ratio,” “Dilution Percentage,” “Dilution Ratio Trigger,” “Eligible Receivable,” “Loss Horizon Factor,” “Loss Reserve,” “Loss Percentage,” “Loss Ratio Trigger,” “Servicing and Yield Reserve,” “Stress Factor” and “Weekly Reporting Condition”; (C) amend, modify or waive any provision in Article IX; or (D) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (C) above in a manner that would circumvent the intention of the restrictions set forth in such clauses. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Purchasers and each Company may enter into amendments to modify any of the terms or provisions of Article XI, Section 13.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 13.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.

Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument, (aA) if prior to the effective date of the Amended Plan, signed by (i) the Company, (ii) JPM and (iii) holders of a majority of commitments under the Syndication Agreement (excluding JPM), (B) if after the effective date of the Amended Plan, signed by (i) the Company, (ii) JPM (unless JPM holds no Registrable Securities and the Collars have terminated) and (iii) holders of a majority of the Registrable Securities consisting of Unsubscribed Shares and shares issued or issuable under the Collars; provided that without the consent of JPM, no provision of this Agreement relating to the rights of JPM with respect to registration of its Registrable Securities hereunder, including without limitation its rights under Section 4.1(a)(x), shall be modified or amended or (C) in the case of a waiver, by the party waiving compliance; and provided further that without the prior written consent of the parties required to amend the Trust Registration Agreement (or, prior to the effective date of the Amended Plan, without the prior written consent of the Future Claimants’ Representative and Xxxxxx & Drysdale, Chartered, as counsel to the Official Creditors Committee Representing Holders of Asbestos Claims), this Agreement shall not be superseded, cancelled, renewed, extended, modified, amended or waived if such supersession, cancellation, renewal, extension, modification, amendment or waiver would directly or indirectly adversely affect the Trust’s rights or benefits under this Agreement or the Trust Registration Agreement. No failure or delay on the part of any Agent or any Lender party in exercising any powerright, right power or remedy under privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any such powerright, right power or remedy privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other powerright, right power or remedyprivilege pursuant to this Agreement. The rights and remedies herein provided shall be pursuant to this Agreement are cumulative and nonexclusive are not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only which any party otherwise may have at law or in the specific instance and for the specific purpose for which givenequity. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement or the Project Loan Agreement may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) increase or reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce or waive the Make-Whole Fee any other fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) shorten or extend the Maturity Date or any scheduled date of payment of the principal amount of any Loan or any interest thereon, or the Make-Whole Fee or any other fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.10(b) hereof or Section 3.10(c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) waive, amend or modify the provisions limiting transfers of direct or indirect interests in Borrower without the written consent of each Lender; (vi) change any of the provisions of this Section 14.1(b). The or the definition of “Required Lenders,” “Required Senior First Lien Lenders” or “Required Senior Second Lien Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender of the class or classes whose voting rights are directly affected thereby, (vii) release (x) any Guarantor from any of its obligations under the Loan PartiesDocuments, (y) release any portion of the Loan Collateral from the lien of the Loan Documents other than as contemplated by the terms of the Loan Documents, or (z) terminate, postpone the scheduled date for payment or decrease the amount of any payment due under the Facility Lease, the Required Committed Lenders and Sublease or the Administrative Agent may enter into Services Agreement or the Project Loan Agreement to which Facility Lessee is a party, in each case without the written modifications consent of each Lender, or waivers (viii) permit an assignment by Borrower of any provisions rights or obligations under the Loan Documents, without the written consent of this Agreement, provided, however, each Lender in each instance; provided further that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.

Waivers and Amendments. (a) No failure or delay on of the part of Administrative Agent, any other Agent or any Lender in exercising any power, power or right or remedy under this Agreement hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or remedy power, preclude any other or further exercise thereof or the exercise of any other power, right or remedypower. The rights and remedies herein provided shall be of the Administrative Agent, the other Agents and the Lenders hereunder are cumulative and nonexclusive are not exclusive of any rights or remedies provided by lawwhich they would otherwise have. Any No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. (b) No provision of Neither this Agreement nor any provision hereof may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing in accordance with entered into by the provisions of this Section 14.1(b). The Loan Parties, Borrower and the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such modification or waiver shall: agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan, without the prior written consent of each Lender affected Lenderthereby, (Aii) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate increase or extend the time of payment of Interest Commitment or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for decrease the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal Facility Fees of any Lender without the prior written consent of such Lender or (iii) amend or modify the provisions of Section 8.4, Section 8.7, the provisions of this Section or the definition of "Required Lenders" or Article 3 without the prior written consent of each Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) ; PROVIDED FURTHER that no such agreement shall amend, modify or waive any provision otherwise affect the rights or duties of the definition of Required Committed Lenders Administrative Agent, the Documentation Agent or this Section 14.1(b), (F) the Managing Agents hereunder without the prior written consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orManaging Agents, the Documentation Agent or the Administrative Agent, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section.

Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan Parties, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except as may be required pursuant to a Liquidity Agreement) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Financial Institutions, this Section 14.1(b)13.1(b) or Section 9.1, (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseApplicable Maximum Purchaser Interest,” “Applicable Stress Factor,” “Dilution Percentage,” “Dilution Reserve,” “Eligible Receivable,” “Level One Enhancement Period,” “Level Two Enhancement Period,” “Level Three Enhancement Period,” “Loss Reserve,” “Dilution Loss Percentage,” “Net Receivables Balance,” “Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorYield and Servicer Fee Percentage,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or;

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Percentage, any Purchase Group’s Pro Rata Share or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Loss Reserve Floor” or “Loss Percentage,” “Dilution Reserve,” “Interest ReserveDilution Ratio,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorLoss-to-Liquidation Ratio” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or;

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesBlue Ridge, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall: (i) without the consent of Blue Ridge and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersBlue Ridge, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" "DILUTION RESERVE,” “Dilution Reserve" "YIELD RESERVE,” “Interest Reserve" "SERVICING RESERVE,” “Servicing Reserve" "SERVICING FEE RATE,” “Servicing Fee Rate,” “Required Reserve” " "REQUIRED RESERVE" or “Required Reserve Factor Floor” "REQUIRED RESERVE FACTOR FLOOR" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, AND ANY MATERIAL AMENDMENT, WAIVER OR OTHER MODIFICATION OF THIS AGREEMENT SHALL REQUIRE SATISFACTION OF THE RATING AGENCY CONDITION.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No Except as set forth in Section 7.1(h), no provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). Each of the Co-Agents shall be responsible for determining what consents, if any, it must obtain from the members of its Group before entering into any amendment, supplement, modification or waiver of the Agreement. The Loan Parties, the Required Committed Lenders Sellers and the Administrative Agent Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII X hereof, change the amount of the principal Capital of any LenderPurchaser, any a Committed LenderPurchaser’s Pro Rata Share or any a Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b11.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Discount Reserve,” “Dilution ReserveLoss Reserve Percentage,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveAggregate Reserve Percentage” or “Required Reserve Factor FloorDefault Ratio,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the applicable Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, without the consent of the Seller, the Agents may enter into amendments to modify any of the terms or provisions of Article IX, Article X (other than provisions requiring the consent of Seller to any assignment) or Section 11.13 provided that such amendment has no negative impact upon the Seller. Any modification or waiver made in accordance with this Section 11.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Servicer, the Purchasers and the Agents.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Company, each Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes issued by any Company shall have confirmed that the ratings of the commercial paper notes of such Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower any Seller or the any Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any LC Participant’s LC Share, any Financial Institution’s Commitment or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveDilution Ratio” or “Required Reserve Factor Floor” amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent Agent, or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller and Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Purchase Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Purchaser Yield (or any component of Interest or CP CostsPurchaser Yield), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchasers, Section 4.6, this Section 14.1(b)) or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseConcentration Limit,” “Eligible Receivable,” “Loss ReserveCredit Enhancement,” “Dilution ReserveHedging Agreement,” “Interest ReserveHedge Provider,” “Servicing ReserveNet Portfolio Balance,” “Servicing Fee Rate,” “Reserve Account Required ReserveAmount” or “Required Reserve Factor FloorRPA Deferred Purchase Price” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Agent, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreementany Transaction Document; provided that, provided, however, that no such modification or waiver shall: (i) without the consent of each Purchaser adversely affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce change any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchaser Agents, Section 9.1, Section 12.1(d), Section 12.1(e), this Section 14.1(b13.1(b), Section 13.5, Section 13.6(b) or Section 13.12, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” Available Commitment”, “Commitment”, “Eligible Receivable,” ”, “Loss Reserve,” Liquidity Agreement”, “Dilution Reserve,” Concentration Percentage”, “Interest Reserve,” Excess Concentration”. “Servicing Reserve,” Purchase Limit”, “Servicing Fee Rate,” “Required ReservePurchase Price” or “Required Reserve Factor Floor” Reserve”, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesConduit, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except as may be required pursuant to the Liquidity Agreement) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Financial Institutions, this Section 14.1(b)13.1(b) or Section 9.1, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseApplicable Maximum Purchaser Interest,” “Applicable Stress Factor,” “Dilution Percentage,” “Dilution Reserve,” “Eligible Receivable,” “Level One Enhancement Period,” “Level Two Enhancement Period,” “Level Three Enhancement Period,” “Loss Reserve,” “Dilution Loss Percentage,” “Yield and Servicer Fee Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorYield and Servicer Fee Percentage,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Collateral Agent, the Deal Agent or any Lender VFCC in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b16.1(b). The Loan PartiesVFCC, the Required Committed Lenders Borrower, the Collateral Agent and the Administrative Agent Deal Agent, at the direction of the Liquidity Providers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of VFCC and each affected LenderLiquidity Provider, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Rate (or any component of Interest or CP CostsRate), (C) reduce any fee payable to any the Deal Agent for the benefit of the LendersVFCC, (D) except pursuant to Article XII hereof, change reduce the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentNet Investment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Providers or this Section 14.1(b16.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorBorrowing Base” (or any component thereof) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Collateral Agent and the Deal Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Collateral Agent or Deal Agent, as the case may be; and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement or any other Loan Document may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing in accordance entered into by Borrower and the Required Lenders (as hereinafter defined) or by Borrower and Administrative Agent with the provisions consent of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Lenders; provided, however, that no such modification or waiver shall: agreement shall (i) increase the Commitment Amount of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected Lenderthereby, (Aiii) extend postpone the Scheduled Termination Date or the scheduled date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest the principal amount of any Advance or any CP Costs (interest thereon, or any component fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of Interest or CP Costs)each Lender affected thereby, (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (Giv) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” Section 2.15(b) or (Hc) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent alter the intention pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the restrictions set forth provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) release Guarantor from any of its obligations under the Loan Documents or release all or substantially all of the Collateral from the lien of the Loan Documents (in any case, except to the extent provided in Section 2.19 and Section 4.3), without the written consent of each Lender, or (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender; provided further that no such clauses; oragreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent hereunder or a Swing Line Lender hereunder, without the prior written consent of Administrative Agent, or a Swing Line Lender, as the case may be.

Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Loan Party or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesBlue Ridge, the Required Committed Lenders Borrower and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A1) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B2) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C3) reduce any fee payable to any the Administrative Agent for the benefit of the Lenders, (D4) except pursuant to Article XII hereofXII, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E5) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F6) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G7) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" "DILUTION RESERVE,” “Dilution Reserve" "YIELD RESERVE,” “Interest Reserve" "SERVICING RESERVE,” “Servicing Reserve" "SERVICING FEE RATE,” “Servicing Fee Rate,” “Required Reserve” " "REQUIRED RESERVE" or “Required Reserve Factor Floor” "REQUIRED RESERVE FACTOR FLOOR" or (H) 8) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A1) through (G7) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, AND ANY MATERIAL AMENDMENT, WAIVER OR OTHER MODIFICATION OF THIS AGREEMENT SHALL REQUIRE SATISFACTION OF THE RATING AGENCY CONDITION. Notwithstanding the foregoing, (i) without the consent of the Liquidity Banks, but with the consent of Borrower, the Administrative Agent may amend this Agreement solely to add additional Persons as Liquidity Banks hereunder and (ii) the Administrative Agent, the Required Liquidity Banks and Blue Ridge may enter into amendments to modify Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower, PROVIDED THAT such amendment has no negative affect upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Administrative Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Company, each Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any modification or waiver, the Rating Agencies then rating the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company shall have confirmed that the ratings of the commercial paper notes of the Rabo Company, the SunTrust Company and the CL Company will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower any Seller or the any Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Company’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderCompany’s CommitmentCompany Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower any Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Yield and Servicer Reserve,” “Default Ratio,” “Delinquency Ratio,” “Dilution Reserve,” or “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveDilution Ratio” or “Required Reserve Factor Floor” amend or modify Section 9.1(f) or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. Upon the approval of the Company and ---------------------- the written consent of the Requisite Holders (a) No failure or delay on the part obligations of any Agent or any Lender in exercising any power, right or remedy the Company and the rights of the Purchaser and the Holders under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise Escrow Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of any other powertime or indefinitely), right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision the Company may enter into a supplementary agreement for the purpose of this Agreement may be amended, supplemented, modified adding any provisions to or waived except changing in writing in accordance with any manner or eliminating any of the provisions of this Section 14.1(b)Agreement or the Escrow Agreement, or of any supplemental agreement or modifying in any manner the rights and obligations hereunder or thereunder of the Purchaser, the Holders and the Company. The Loan Partiesforegoing notwithstanding, no such waiver or supplemental agreement shall (a) affect any of the rights of any holder of a Security created by the Certificates of Designation, the Required Committed Lenders Warrants or by the Delaware General Corporation Law without compliance with all applicable provisions of the Certificates of Designation, the Warrants and the Administrative Agent Delaware General Corporation Law, or (b) reduce the aforesaid fraction of Preferred Shares or Warrants, as the case may enter into written modifications be, the holders of which are required to consent to any waiver or waivers of any provisions of this Agreementsupplemental agreement, provided, however, that no such modification or waiver shall: (i) without the consent of the holders of all the Preferred Shares or Warrants, respectively. Upon the effectuation of each affected Lendersuch waiver or supplemental agreement, (A) extend the Scheduled Termination Date Company shall promptly give written notice thereof to the Purchaser and the Holders who have not previously consented thereto in writing. Neither this Agreement nor the Escrow Agreement, nor any provision hereof or thereof, may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit party against which enforcement of the Lenderschange, (D) waiver, discharge or termination is sought, except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or extent provided in this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or12.1.

Waivers and Amendments. (a) No failure or delay on the part of any Agent the Administrative Agent, the Agents or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller, the Required Committed Lenders Agents and the Administrative Agent Agent, at the direction of all Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent or the Agents for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of any other Funding Agreement), any Conduit Group’s Purchase Pro Rata Share (other than, to the extent applicable, pursuant to Section 4.6) or Reduction Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Section 4.6 or this Section 14.1(b)) or any provision relating to the number of Conduits or Conduit Groups required to take any action under or waive any provision in this Agreement, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” , “ “Loss Reserve,” , “ “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” Loss-to-Liquidation Ratio, “ or “Required Reserve Factor FloorLoss Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; (ii) without the written consent of the then Administrative Agent and the Agents, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent or any Agent; or (iii) without the written consent of the then Servicer, amend, modify or waive any provision of Article VIII if the effect thereof is to affect the rights or duties of such Servicer. Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller, the Administrative Agent may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder; (ii) the Administrative Agent, the Agents on behalf of the Committed Purchasers in their respective Conduit Groups and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Agents and the Administrative Agent; and (iii) the Administrative Agent, acting upon the direction of both Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may waive the occurrence of an Amortization Event.

Waivers and Amendments. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by each Borrower directly affected by such amendment, modification, or waiver and the Required Banks; provided, that no such amendment, modification or waiver: (a) No failure which would modify any requirement hereunder that any particular action be taken by all Banks or delay on by the part of any Agent or any Lender in exercising any powerRequired Banks, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in without the specific instance and for the specific purpose for which given.consent of each Bank; (b) No provision which would modify this Section 13.1, change the definition of this Agreement may "Required Banks," change any Percentage for any Bank (except pursuant to an Assignment Agreement), reduce any fees, extend the maturity date of any Loan, reduce any rate of interest payable on the Loans or subject any Bank to any additional obligations, shall be amendedeffective without the consent of each Bank; (c) which would permit the release of all or any material portion of the Direct Collateral, supplementedIndirect Collateral or CCPA Collateral or the release or termination of Conseco's or CIHC's obligations in the aggregate, modified or waived except any material obligation individually, under the Conseco Guaranty or the CIHC Guaranty shall be effective without the consent of each Bank; provided, however, that such consent shall not be required for the termination of the CIHC Guaranty pursuant to Section 5.14 thereof; (d) which would extend the due date for, or reduce the amount of, any payment or prepayment of principal of or interest on the Loans, shall be effective without the consent of each Bank; or (e) which would affect adversely the interests, rights or obligations of the Administrative Agent (in writing such capacity) other than removal in accordance with Section 11.6, shall be effective without consent of the provisions Administrative Agent; provided, further that, consistent with (but not in limitation of) the foregoing, (x) at any time that Liabilities of this Section 14.1(ba particular Borrower shall be due and owing, but unpaid, amendments, modifications and waivers may be made applicable to such Borrower without the approval of other Borrowers (but with the approval of each Bank) and amendments, modifications and waivers may be made applicable to other Borrowers without such approval of such Borrower (but with the approval of each Bank). The Loan Parties, the Required Committed Lenders (y) any guarantor and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreementan amendment, provided, however, that no such modification or waiver shall: (i) of such guarantor's or guaranty without the consent of each affected Lenderany Borrower, and (Az) extend any portion of the Scheduled Termination Date CCPA Collateral may be released or the date Amended and Restated Cash Collateral Agreement may be amended without the consent of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orBorrower.

Waivers and Amendments. (a) No failure or delay on the part of Agent, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (ba) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller, each Purchaser Agent and Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Financial Institution Yield or any CP Costs (or any component of Interest Financial Institution Yield or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderConduit’s CommitmentConduit Purchase Limit (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchasers, Section 2.2, Section 2.3, Section 4.6, this Section 14.1(b)) or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss ReserveCredit Enhancement,” “Dilution ReserveHedging Agreement,” “Interest ReserveHedge Provider,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveNet Portfolio Balance” or “Required Reserve Factor FloorRPA Deferred Purchase Price” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Purchasers, but with the consent of Seller, Agent may amend this Agreement solely to add additional Persons as Financial Institutions, Conduits and/or Purchaser Agents hereunder and (ii) Agent, the Required Purchasers and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of any Seller Party, provided that such amendment has no negative impact upon such Seller Party. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon each Seller Party, the Purchaser Agents, the Purchasers and Agent.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement or the Project Loan Agreement may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) increase or reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce or waive the Make-Whole Fee any other fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) shorten or extend the Maturity Date or any scheduled date of payment of the principal amount of any Loan or any interest thereon, or the Make-Whole Fee or any other fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.10(b) hereof or Section 3.10(c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) waive, amend or modify the provisions limiting transfers of direct or indirect interests in Borrower without the written consent of each Lender; (vi) change any of the provisions of this Section 14.1(b). The or the definition of “Required Lenders,” “Required Senior First Lien Lenders” or “Required Senior Second Lien Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender of the class or classes whose voting rights are directly affected thereby, (vii) release (x) any Guarantor from any of its obligations under the Loan PartiesDocuments, (y) release any portion of the Loan Collateral from the lien of the Loan Documents other than as contemplated by the terms of the Loan Documents, or (z) terminate, postpone the scheduled date for payment or decrease the amount of any payment due under the Facility Lease, the Required Committed Lenders and Sublease or the Administrative Agent may enter into Services Agreement or the Building Loan Agreement to which Facility Lessee is a party, in each case without the written modifications consent of each Lender, or waivers (viii) permit an assignment by Borrower of any provisions rights or obligations under the Loan Documents, without the written consent of this Agreement, provided, however, each Lender in each instance; provided further that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Agent Purchaser or any Lender the Seller in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). The Loan PartiesFALCON, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or -------- ------- waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the ServicerCollection Agent, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, X hereof change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(b11.1 (b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “Dilution Reserve" or "Loss Percentage,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or (iii) without the written consent of GP, Inc., amend or modify any provision set forth in Section 1.12, 5.3, or 5.5. Notwithstanding the foregoing, (i) without the consent of the Investors, the Agent may, with the consent of the Seller, amend this Agreement solely to add additional Persons as Investors hereunder and (ii) without the consent of the Seller, the Agent, the Required Investors and FALCON may enter into amendments to modify any of the terms or provisions of Article II, Article IX (other than Section 9.8 therein), Article X, Section 11.13 or any other provision of this Agreement, provided that such amendment has no negative impact upon TBTR Corp., TBTR Partnership or GP, Inc.. Any modification or waiver made in accordance with this Section 11.1 shall apply to each of the Purchasers equally and shall be binding upon each party hereto.

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or waiver consent shall: (ia) waive any condition set forth in Section 4.01.1 without the written consent of each Lender; (b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans, or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder or under any other Credit Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 8.05 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender, ; (f) (A) extend with respect to any Class of Mortgage Loans or Term Loans, reduce the Scheduled Termination Date amount of Loans or commitments specified in the date definition of any payment or deposit “Required Class Lenders” with respect to such Class, without the written consent of Collections by Borrower or the Servicereach Lender of such Class, (B) reduce the rate amount of Commitments or extend Loans specified in the time definition of payment “Required Floor Plan Lenders” without the written consent of Interest or any CP Costs (or any component of Interest or CP Costs)each Floor Plan Lender, (C) reduce any fee payable to any Agent for the benefit amount of Commitments or Loans specified in the definition of “Required Revolving Credit Lenders, ” or “Supermajority Lenders” without the written consent of each Revolving Credit Lender and (D) except pursuant to Article XII hereofchange any provision of this Section or reduce the aggregate commitment amount specified in the definition of “Required Lenders”, change without the amount written consent of the principal of any each Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, ; (Eg) amend, modify or waive Section 4.02 or any other provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Floor Plan Lender or Revolving Credit Lenders, as applicable, if the effect of such amendment, modification or waiver is to require the Floor Plan Lenders or Revolving Credit Lenders to make Floor Plan Loans or Revolving Credit Loans, as applicable, when such Lenders would not otherwise be required to do so; (Gh) change release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document); (i) amend or otherwise modify the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 2.08.3 or Section 9.14 without the written consent of each Lender; (j) modify the definition of the term “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” (or “Required Reserve Factor Floor” any component definition thereof as used therein to determine eligibility under the Borrowing Base), including any advance rates set forth therein, in the case of each of the foregoing, if such modification would increase the amount available to be borrowed (or the amount available for Letters of Credit) under the Credit Documents without the written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves, to modify any eligibility standards pursuant to Section 2.21 or to exercise its Permitted Discretion without the consent of any other Credit Party; or (Hk) subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each case, as such definitions were in effect on the Closing Date) in each case without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall amend or modify any defined term Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required Lender consent or approval shall be required or permitted with respect to any such amendments or modifications to any Swap Agreements) or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any defined term used directly other Credit Document; (v) the Fee Letter may be amended, or indirectly in such defined term) used in clauses (A) through (G) above rights or privileges thereunder waived, in a manner writing executed only by the parties thereto; (vi) no amendment, waiver or consent shall, unless in writing and signed by M&T Bank as M&T Advance Lender in addition to the applicable Lenders required above, affect the rights or duties of M&T Advance Lender pursuant to this Agreement and (vii) notwithstanding anything to the contrary in this Agreement or any other Credit Document, but except for the consents required pursuant to clause (f) above, any waiver, amendment or modification of this Agreement or any other Credit Document that would circumvent by its terms affects the intention rights or duties under this Agreement or such Credit Document of Lenders solely in their capacities as Lenders holding Loans or Commitments of a particular Class (but not in their capacities as Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrowers in respect of such particular Class, on the one hand, and the Required Class Lenders of such Class, the Required Floor Plan Lenders or the Required Revolving Credit Lenders, on the other hand, as applicable. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the restrictions set forth applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrowers have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrowers shall be permitted to amend such clauses; orprovision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as (x) to do so would not adversely affect the interests of the Lenders and (y) such amendment is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof, and any such amendment shall become effective without any further action or consent of any of other party to this Agreement.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller, the Required Committed Lenders Funding Agents and the Administrative Agent Agent, at the direction of all Funding Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of any other Funding Agreement), any Conduit Group’s Purchase Pro Rata Share (other than, to the extent applicable, pursuant to Section 4.6) or Reduction Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Section 4.6 or this Section 14.1(b)) or any provision relating to the number of Conduits or Conduit Groups required to take any action under or waive any provision in this Agreement, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” , “ “Loss Reserve,” , “ “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” Loss-to-Liquidation Ratio, “ or “Required Reserve Factor FloorLoss Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or (iii) without the written consent of the then Servicer, amend, modify or waive any provision of Article VIII if the effect thereof is to affect the rights or duties of such Servicer. Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder; (ii) the Agent, the Funding Agents on behalf of the Committed Purchasers in their respective Conduit Groups and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Funding Agents and the Agent; and (iii) the Agent, acting upon the direction of both Funding Agents on behalf of the Committed Purchasers in their respective Conduit Groups, may waive the occurrence of an Amortization Event.

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement any Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Agent, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreementany Transaction Document; provided that, provided, however, that no such modification or waiver shall: (i) without the consent of each Purchaser adversely affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce change any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or Purchaser Agents, Section 9.1, Section 12.1(d), Section 12.1(e), this Section 14.1(b13.1(b), Section 13.5, Section 13.6(b) or Section 13.12, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” Available Commitment”, “Commitment”, “Eligible Receivable,” ”, “Loss Reserve,” Liquidity Agreement”, “Dilution Reserve,” Concentration Percentage”, “Interest Reserve,” Excess Concentration”. “Servicing Reserve,” Maximum Purchase Limit”, “Servicing Fee Rate,” “Required ReservePurchase Price” or “Required Reserve Factor Floor” Reserve”, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesVFCC, the Required Committed Lenders Borrower and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed LenderLiquidity Bank’s Pro Rata Share or any Committed LenderLiquidity Bank’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provisions of this Agreement and the other Finance Documents may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided that no such amendment, modification or waiver which would: (i) contravene or be in breach of the terms of the BpiFAE Insurance Policy or the arrangements with Natixis DAI relating to the CIRR (if the Fixed Rate applies) shall be effective only unless consented to by, as applicable, BpiFAE and/or Natixis DAI; (ii) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (iii) modify this Clause 13.1 (Waivers and Amendments) or change the definition of “Required Lenders” shall be effective without the consent of each Lender; (iv) increase the Commitment of any Lender shall be effective without the consent of such Lender; (v) reduce any fees described in Clause 5 (Repayment, Prepayments, Interest and Fees) payable to any Lender shall be effective without the specific instance and for consent of such Lender; (vi) extend the specific purpose for Longstop Date shall be effective without the consent of each Lender; (vii) extend the due date for, or reduce the amount of, any scheduled payment, repayment or prepayment of principal of or interest on the Loan or any other payment Obligation (or reduce the principal amount of or rate of interest on the Loan or any other payment Obligation) owed to any Lender shall be effective without the consent of such Lender; (viii) modify the currency in which givenany payment is to be made under any Finance Document shall be effective without the consent of each Finance Party who is to receive such payment; or (ix) affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be effective without consent of the Facility Agent. (b) No provision The Borrower agrees to pay to the Facility Agent for its own account a fee in the amount of this Agreement fifteen thousand Dollars (USD 15,000) for each waiver of or amendment (i) required to be made to the Finance Documents during the term of the Loan to correspond to changes to the Construction Contract, (ii) requested by the Borrower or (iii) required due to the occurrence of a Default. (c) Neither the Borrower’s rights nor its obligations under the Finance Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification, variance or novation of the BpiFAE Insurance Policy, except any amendments, supplements, modifications, variances or novations, as the case may be amendedbe, supplementedwhich occur (i) with the Borrower’s consent, modified (ii) at the Borrower’s request or waived except (iii) in writing order to conform to amendments, supplements, modifications, variances or novations effected in respect of the Finance Documents in accordance with their terms. (d) The Borrower agrees that, without the provisions prior written consent of this Section 14.1(b). The Loan Partiesthe Facility Agent, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shallit shall not: (i) without the consent of each affected Lender, agree to any change (A) extend to the Scheduled Termination Date or definition of “Repayment Date” under the date of any payment or deposit of Collections by Borrower or the ServicerEUR Facility Agreement, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Business Day” under the EUR Facility Agreement (but only to the extent the same would result in a change in the definition of “Eligible Receivable,Repayment Date” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” under the EUR Facility Agreement) or (HC) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above that will result in a manner that would circumvent the intention change of the restrictions set forth payment dates of any amount of scheduled payments of principal or interest under clause 5.1(a) (as may be varied pursuant to clause 5.1(b)(ii)) or clause 5.3(a)(Rates) of the EUR Facility Agreement; (ii) agree to any change to the provisions of clause 7 (Representations and Warranties), clause 8 (Affirmative Covenants) and/or clause 9 (Negative Covenants) of the EUR Facility Agreement but only to the extent those provisions are, as at the date of this Agreement, substantially the same in such clausestheir terms, scope and effect as, respectively, the provisions of Clause 7 (Representations and Warranties), Clause 8 (Affirmative Covenants) and Clause 9 (Negative Covenants); (iii) agree to any change to the provisions of clause 10.1 (Listing of Events of Default) of the EUR Facility Agreement but, with regards to clauses 10.1(a) (Non-Payment of Obligations), 10.1(b) (Breach of Warranty) and/or 10.1(c) (Non-Performance of Certain Covenants and Obligations) of the EUR Facility Agreement, but only to the extent the same concern breaches of or defaults under those provisions of the EUR Facility Agreement which are, as at the date of this Agreement, substantially the same in their terms, scope and effect as, respectively, the provisions of Clauses 10.1(a) (Non-Payment of Obligations), 10.1(b) (Breach of Warranty) and/or 10.1(c) (Non-Performance of Certain Covenants and Obligations); (iv) agree to any change to the provisions of clause 11.1 (Listing of Mandatory Prepayment Events) of the EUR Facility Agreement but only to the extent those provisions are, as at the date of this Agreement, substantially the same in their terms, scope and effect as the provisions of Clause 11.1 (Listing of Mandatory Prepayment Events); orand/or (v) agree to any change to the obligations to make pari-passu and pro-rata payments under the Facility and the EUR Facility as provided under Clause 5.1(c) and under clause 5.1 (c) of the EUR Facility Agreement.

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent provision of this Agreement, the Revolving Notes, or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereofother Credit Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Guarantor therefrom, shall in any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or event be effective unless the exercise of any other power, right or remedy. The rights and remedies herein provided same shall be cumulative in writing and nonexclusive of any rights signed by the Required Lenders and the Borrower, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given.; provided that: (ba) No provision of this Agreement may be amendedno amendment, supplementedwaiver, modified or waived except consent shall, unless in writing in accordance with and signed by all the provisions of this Section 14.1(b). The Loan Parties, the Required Committed affected Lenders and the Administrative Agent may enter into written modifications Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1, (ii) reduce any principal, interest, fees or waivers other amounts payable hereunder or under any other Credit Document (provided that the waiver of default interest shall only require the consent of the Required Lenders), (iii) postpone or extend any date fixed for any payment of any provisions principal, interest, fees or other amounts payable hereunder, including, without limitation, the Scheduled Maturity Date (it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Required Lenders), (iv) amend Section 2.11(e), Section 7.5. this Section 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Required Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, (v) except as specifically provided in the Credit Documents and as a result of transactions permitted by the terms of this Agreement, provided, however, that no such modification release any Guarantor from its obligation under any Guaranty or waiver shall: (i) without release all or substantially all of the consent of each affected LenderCollateral, (Avi) extend the Scheduled Termination Date or the date of make any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable amendment to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” or (vii) make any amendment to the definitions of “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveAccounts” or “Eligible Cash”; (b) no Commitment of a Lender or any obligations of a Lender may be increased without such Lender’s written consent; (c) no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (d) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; (e) for the avoidance of doubt, amendments made pursuant to Section 2.16 may be made pursuant to agreement or agreements in writing entered into by the Borrower and the Required Reserve Factor Floor” Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders. (f) Notwithstanding anything to the contrary contained in the Credit Documents, the Administrative Agent and the Borrower, may amend, modify or supplement any Credit Document without the consent of any Lender in order to (i) correct, amend, cure or resolve any minor ambiguity, omission, defect, typographical error, inconsistency or other manifest error therein, (ii) add a guarantor or collateral or otherwise enhance the rights and benefits of the Lenders, (iii) make minor administrative or operational changes not adverse to any Lender or (Hiv) amend adhere to any local Legal Requirement or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention advice of the restrictions set forth in such clauses; orlocal counsel.

Waivers and Amendments. (a) No failure or delay on the part of the Administrator, any Purchaser Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller and the Administrator, with the consent of the Required Committed Lenders and the Administrative Agent Purchaser Agents, may enter into written modifications or waivers of any provisions of this Agreement; provided that, provided, however, that no such modification or waiver shall: (i) without the consent of each Purchaser affected Lenderthereby, (A) extend the Scheduled Facility Termination Date for the related Purchaser Group or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenderssuch Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchaser Agents, Section 9.1 or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseEligible Receivable,” “Eligible ReceivableAvailable Commitment,” “Loss Reserve,” “Dilution Reserve,” “Interest Obligor Concentration Limit,” “Yield Reserve,” “Purchase Limit,” “Commitment,” “Purchase Price,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.01(b). The Loan PartiesConduits, the Required Committed Lenders and Seller, the Administrative Agent and, with the consent of their respective Voting Blocks, the Co-Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, Purchaser: (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Agent the Agents for the benefit of the LendersPurchasers or extend the time for payment thereof, (D) except pursuant to Article XII Xl hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s a Liquidity Provider's Pro Rata Share or any Committed Lender’s a Liquidity Provider's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b13.01(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss " "Floating Dilution Ratio" "Dilution Reserve", "Discount Reserve,” “Dilution Reserve" "Loss Reserve Percentage,” “Interest Reserve" "Aggregate Reserve Percentage,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” " or “Required Reserve Factor Floor” "Obligor Overconcentration", (H) amend or modify Section 2.08 hereof or (HI) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party to this Agreement in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesNo amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Agent, the Required Committed Lenders Financial Institutions, all XX Xxxxx and, in the case of an amendment, the Seller and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Servicer; provided, however, that with respect to any material modification or waiver and to the extent required pursuant to the documents governing each Conduit’s commercial paper program, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date (except as provided in Section 4.6) or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any 58 fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderConduit’s CommitmentConduit Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b)) or Section 4.6 or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseCapital,” “Purchaser Interest,” “Net Receivables Balance,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Carrying Cost Reserve,” “Servicing ReserveAggregate Reserves,” “Servicing Fee Rate,” “Required Dynamic Reserve” or “Required Reserve Factor Floor,” (H) release or terminate the Performance Guaranty or (HI) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, the Agent may, with the prior written consent of Seller and each LC Bank, amend this Agreement solely to add additional Persons with short-term debt ratings of A-1 or better by S&P and P-1 by Xxxxx’x as Financial Institutions hereunder and (ii) the Agent, all XX Xxxxx and the Required Financial Institutions may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller; and provided, further, that in the case of material amendments and to the extent required pursuant to the documents governing each Conduit’s commercial paper program, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such amendments. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Managing Agents and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, Seller, the Required Committed Lenders Servicer, the Managing Agents and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Percentage, any Purchaser Group’s Pro Rata Share (except pursuant to the Liquidity Agreement) or any Committed LenderFinancial Institution’s Bank-Up Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseEligible Receivable,” “Eligible ReceivableLoss Horizon Ratio,” “Loss Percentage Floor,” “Loss Ratio,” “Loss Reserve,” “Loss Reserve Percentage,” “Dilution Horizon Ratio,” “ Dilution Ratio,” “Dilution Reserve,” “Interest ReserveDilution Reserve Floor,” “Servicing ReserveDynamic Dilution Reserve Ratio, “ “Dilutions,” “Servicing Fee RateDelinquency Ratio,” “Required Default Proxy Ratio,” “Default Ratio,” “Delinquent Receivable,” “Servicer Reserve” or “Required Reserve Factor FloorYield Reserve” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or waiver consent shall: : (ia) waive any condition set forth in Section 4.01.1 without the written consent of each Lender; (b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans, or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender directly affected Lender, thereby; (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (Bd) reduce the principal of, or the rate of interest specified herein on, any Loan or extend the time of payment of Interest L/C Borrowing, or any CP Costs (or any component of Interest or CP Costs), subject to clause (Cv) reduce any fee payable to any Agent for the benefit of the Lenderssecond proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder or under any other Credit Document, (D) except pursuant to Article XII hereofwithout the written consent of each Lender directly affected thereby; provided, change however, that only the amount consent of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent shall be necessary to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change amend the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Default Rate,” “Required Reserve” or “Required Reserve Factor Floor” to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (He) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above change Section 8.05 in a manner that would circumvent alter the intention pro rata sharing of payments required thereby without the written consent of each Lender; (f) change any provision of this Section or reduce the aggregate commitment amount specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or (g) release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document); and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the restrictions set forth Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall amend or modify any Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required Lender consent or approval shall be required or permitted with respect to any such clausesamendments or modifications to any Swap Agreements) or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; or(iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Waivers and Amendments. (a) Any provision of this Agreement (including its Exhibits, Annexes, Schedules, and any attachments thereto) may be amended or waived, if, and only if, such amendment or waiver is in writing and signed by (i) the Affinion Parties; and (ii) the Backstop Provider. (b) None of the following amendments or modifications shall be enforceable against the Backstop Provider without the consent of the Backstop Provider: (i) extend the Outside Date to a period beyond November 2, 2015; (ii) change the stated maturity of the principal of, the payment date of any installment of interest on, the interest rate or cash or PIK payment amount of any New International Notes; (iii) reduce the principal amount of any New International Notes; (iv) change the place or currency of payment of principal of, or any interest on, any New International Notes; and (v) reduce the percentage in aggregate principal amount of Existing Notes whose holders must consent to a modification to or amendment of any provision hereof. (c) Notwithstanding anything herein to the contrary, no modifications, amendments or waivers the effect of which would be to change, modify, amend or waive, as applicable, (i) the “Termination Date”, “Consent Time”, “Outside Commencement Date”, “Tender Conditions” (as defined in the Offering Memorandum), “Minimum Conditions” (as defined in the Offering Memorandum), or “Exchange Conditions” (as defined in the Offering Memorandum), or (ii) any material economic or governance terms in any of the Definitive Documentation (in the form attached to the RSA upon execution and delivery thereof) may be made without the written consent of the Backstop Provider. (d) Any waiver of any obligation by the Affinion Parties shall be signed by the Backstop Provider. Any waiver by any of the Affinion Parties need not be signed by the Backstop Provider. (e) No failure or delay on the part of by any Agent or any Lender Party in exercising any powerright, right power or remedy under this Agreement privilege hereunder shall operate as a waiver thereof, thereof nor shall any single or partial exercise of any such power, right or remedy thereof preclude any other or further exercise thereof or the exercise of any other powerright, right power or remedyprivilege. The rights and remedies herein provided shall be cumulative and nonexclusive not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party to this Agreement in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesNo amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by the Agent, the Required Committed Lenders Financial Institutions, all XX Xxxxx and, in the case of an amendment, the Seller and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Servicer; provided, however, that with respect to any material modification or waiver and to the extent required pursuant to the documents governing each Conduit’s commercial paper program, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date (except as provided in Section 4.6) or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderConduit’s CommitmentConduit Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b)) or Section 4.6 or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseCapital,” “Purchaser Interest,” “Net Receivables Balance,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Carrying Cost Reserve,” “Servicing ReserveAggregate Reserves,” “Servicing Fee Rate,” “Required Dynamic Reserve” or “Required Reserve Factor Floor,” (H) except as expressly set forth herein and in the other Transaction Documents, (x) release all or a material portion of the Collateral from the Agent’s security interest created hereunder or (Hy) release or terminate the Performance Guaranty or (I) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, the Agent may, with the prior written consent of Seller and each LC Bank, amend this Agreement solely to add additional Persons with short-term debt ratings of A-1 or better by S&P and P-1 by Moody’s as Financial Institutions hereunder and (ii) the Agent, all XX Xxxxx and the Required Financial Institutions may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller; and provided, further, that in the case of material amendments and to the extent required pursuant to the documents governing each Conduit’s commercial paper program, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such amendments. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Managing Agents and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Agent Administrator or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.01(b). The Loan PartiesSeller, the Required Committed Lenders Servicer, the Agent, each Administrator and the Administrative Agent Majority Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Commitment Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Agent Administrator for the benefit of the LendersPurchasers in its Related Group, (D) except pursuant to Article XII hereof, change the amount of the principal Investment of any LenderPurchaser, any Committed Lender’s Purchaser's Pro Rata Share or any Committed Lender’s Purchaser's Commitment, or create, with respect to any Committed Purchaser in any Related Group, any obligation for such Committed Purchaser to make any purchase allocable to another Related Group, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Majority Purchasers or this Section 14.1(b13.01(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” " or “Required Reserve Factor Floor” "Credit Enhancement", or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or (iii) without the consent of each affected Administrator, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrator. Any modification or waiver made in accordance with this Section 13.01 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Purchasers, the Administrators and the Agent. Notwithstanding anything herein to the contrary, no amendment to this Agreement shall become effective unless and until each rating agency then rating any of the Commercial Paper Notes of the Conduit Purchasers hereunder confirms that such amendment will not result in the reduction, withdrawal or suspension of the then current rating of such Commercial Paper Notes.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesCompany, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve" "Net Receivables Balance,” “Dilution Reserve" "Aggregate Reserves,” “Interest Reserve" "Liquidation Period,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” " or “Required Reserve Factor Floor” "Open Debit Memo Ratio" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, Seller, the Required Committed Lenders Servicer, the Managing Agents and the Administrative Agent Agent, at the direction of the Required PurchasersFinancial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date, the Stated Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any PurchaserManaging Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Percentage or itsFinancial Institution’s Percentage, any Purchaser Group’s Pro Rata Share (except pursuant to the Liquidity Agreement) or any Committed LenderFinancial Institution’s Commitment, (E) change the amount of any Commitment, (F) amend, modify or waive any provision of the definition of Required Committed Lenders PurchasersFinancial Institutions or this Section 14.1(b), (FFG) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (GGH) change the definition of “Borrowing BaseAggregate Reserve,” “Dynamic Reserve,” “Eligible Receivable,” “Loss Horizon Ratio,” “Loss Percentage Floor,” “Loss Ratio,” “Loss Reserve,” “Loss Reserve Percentage,” “Dilution Horizon Ratio,” “Dilution Ratio,” “Dilution Reserve,” “Interest ReserveDilution Reserve Floor,” “Dynamic Dilution Reserve RatioPercentage,” “Dilutions,” “Delinquency Ratio,” “Default Ratio,” “Delinquent Receivable,” “ServicerReserve” or Floor,” “Reserve Floor Percentage,” “Servicing Reserve,” “Servicing Fee RateReserve Percentage,” “Required Yield Reserve” or “Required Yield Reserve Factor FloorPercentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Agent Managing Agent, any Purchaser, any Swap Counterparty, or any Lender the Seller in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). The Loan PartiesConduits, the Required Committed Lenders Seller, the Managing Agents and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the ServicerCollection Agent, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent or the Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII X hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lendera Purchaser’s Funded Pro Rata Share, an Investor’s Commitment Pro Rata Share or any Committed Lenderan Investor’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b11.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorLoss Percentage,” or (H) except in the manner expressly provided herein, release the Receivable Interest, or any other security interest or ownership interest, of any Purchaser granted hereunder in the Receivables, the Related Security and the Collections, or (I) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the Agent or any Managing Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of the Agent or such Managing Agent; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” "ELIGIBLE RECEIVABLE" or “Required Reserve Factor Floor” "AGGREGATE RESERVES" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.

Waivers and Amendments. Subject to Section 3.09(b) and (ac) No failure or delay on the part of any Agent or any Lender in exercising any powerand Section 11.02(c) below, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No no provision of this Agreement or any other Loan Document or any Required Third Party Document may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.13(b) or (c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) change any of the provisions of this Section 14.1(bor the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (vi) release Guarantor from any of its obligations under the Loan Documents or release all or substantially all of the Mortgaged Property from the lien of the Loan Documents, without the written consent of each Lender (other than any Defaulting Lender). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers (vii) permit an assignment by Borrower of any provisions rights or obligations under the Loan Documents, without the written consent of this Agreement, provided, however, each Lender (other than a Defaulting Lender); provided further that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.

Waivers and Amendments. (a) No failure or delay on the part of any Agent of the Agents or any Lender Purchasers in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller, Falcon and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except pursuant to a Funding Agreement) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorPurchase Price,” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (A) the Agent and Seller, with the consent of each Committed Purchaser, may amend this Agreement on terms satisfactory to the Agent and the Seller to add additional Persons as Committed Purchasers hereunder and (B) the Agent, Falcon and the Required Committed Purchasers may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of the Seller Parties, provided that such amendment has no negative impact upon either of the Seller Parties. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller Parties, the Purchasers and the Agents.

Waivers and Amendments. (a) No failure or delay on the ---------------------- part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). The Loan PartiesPREFCO, the Required Committed Lenders Seller, the Servicer and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such -------- ------- modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Discount (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII X hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(b11.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller or the Servicer of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" or "Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” Percentage" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Investors, the Agent may, with the consent of the Seller, amend this Agreement solely to add additional Persons as Investors hereunder and (ii) without the consent of the Seller, the Servicer, the Agent, the Required Investors and PREFCO may enter into amendments to modify any of the terms or provisions of Article II, Article IX, Article X, Section 11.13 or any other provision of this Agreement, provided -------- that such amendment has no negative impact upon the Seller. Any modification or waiver made in accordance with this Section 11.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Servicer, the Purchasers and the Agent.

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrowers or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or waiver consent shall: (ia) waive any condition set forth in Section 4.01.1 without the written consent of each Lender; (b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Credit Document for any scheduled payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document, extend the final Maturity Date of any Loans, or extend the date of payment for reimbursement obligations in respect of Letters of Credit, without the written consent of each Lender directly affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section 10.01) any fees (including fees related to Letters of Credit) or other amounts payable hereunder or under any other Credit Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 8.05 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or add any provision to this Agreement in a manner that would alter the pro rata sharing of payments required hereunder as of the date hereof without the prior written consent of each Lender, ; (f) (A) extend reduce the Scheduled Termination Date amount of Commitments or Loans specified in the date definition of any payment or deposit “Required Floor Plan Lenders” without the written consent of Collections by Borrower or the Servicereach Floor Plan Lender, (B) reduce the rate amount of Commitments or extend Loans specified in the time definition of payment “Required Revolving Credit Lenders” or “Supermajority Lenders” without the written consent of Interest or any CP Costs (or any component of Interest or CP Costs), each Revolving Credit Lender and (C) change any provision of this Section or reduce any fee payable to any Agent for the benefit aggregate commitment amount specified in the definition of the “Required Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share ” or any Committed other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender’s Commitment, ; (Eg) amend, modify or waive Section 4.02 or any other provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Floor Plan Lender or Revolving Credit Lenders, as applicable, if the effect of such amendment, modification or waiver is to require the Floor Plan Lenders or Revolving Credit Lenders to make Floor Plan Loans or Revolving Credit Loans, as applicable, when such Lenders would not otherwise be required to do so; (Gh) change release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document) without the prior written consent of each Lender; (i) amend or otherwise modify the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReservePro Rata Share” or “Required Reserve Factor Floor” or (H) amend or otherwise modify any defined term (the provisions of Section 2.08.3 or Section 9.14 or any defined term used directly other provision of this Agreement without the written consent of each Lender or indirectly in such defined term) used in clauses (A) through (G) above add any provision to this Agreement in a manner that would circumvent alter the intention pro rata treatment required hereunder as of the restrictions date hereof without the prior written consent of each Lender; (j) modify the definition of the term “Borrowing Base” (or any component definition thereof as used therein to determine eligibility under the Borrowing Base), including any advance rates set forth therein, in the case of each of the foregoing, if such clausesmodification would increase the amount available to be borrowed (or the amount available for Letters of Credit) under the Credit Documents without the written consent of the Supermajority Lenders; provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves, to modify any eligibility standards pursuant to Section 2.21 or to exercise its Permitted Discretion without the consent of any other Credit Party; or (k) subordinate the Liens on the Collateral securing any of the Obligations or subordinate the right of payment of the Obligations (in each case, as such definitions were in effect on the Closing Date) in each case without the written consent of each Lender; provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall amend or modify any Swap Agreements or otherwise affect the rights or duties of any Swap Providers (and no Lender or Required Lender consent or approval shall be required or permitted with respect to any such amendments or modifications to any Swap Agreements) or release any Collateral securing any obligations under any Swap Agreement without the consent of the respective Swap Provider; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (vi) no amendment, waiver or consent shall, unless in writing and signed by M&T Bank as M&T Advance Lender in addition to the applicable Lenders required above, affect the rights or duties of M&T Advance Lender pursuant to this Agreement and (vii) notwithstanding anything to the contrary in this Agreement or any other Credit Document, but except for the consents required pursuant to clause (f) above, any waiver, amendment or modification of this Agreement or any other Credit Document that by its terms affects the rights or duties under this Agreement or such Credit Document of Lenders solely in their capacities as Lenders holding Loans or Commitments of a particular Class (but not in their capacities as Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into solely by the Borrowers in respect of such particular Class, on the one hand, and the Required Floor Plan Lenders or the Required Revolving Credit Lenders, on the other hand, as applicable. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitments of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) if the Administrative Agent and the Borrowers have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrowers shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as (x) to do so would not adversely affect the interests of the Lenders and (y) such amendment is not objected to in writing by the Required Lenders to the Administrative Agent within five (5) Business Days following receipt of notice thereof, and any such amendment shall become effective without any further action or consent of any of other party to this Agreement.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesBlue Ridge, Borrower and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit pen nit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “" "Interest Reserve,” “" "Servicing Reserve,” “Servicing Fee Rate,” “" or "Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; , or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with Subject to the provisions of this Section 14.1(b). The Loan Parties8.3, the Required Committed Lenders and (or the Administrative Agent with the consent in writing of the Required Lenders) and the Borrower may enter into written modifications agreements supplemental hereto for the purpose of adding or waivers of modifying any provisions of to this Agreement, the Guaranty or the Security Agreement or changing in any manner the rights of the Lenders or the Borrower hereunder or thereunder or waiving any Default or Event of Default hereunder; provided, however, that no such modification or waiver supplemental agreement shall: (ia) without the consent of each Lender directly affected Lenderthereby, (A) extend the Scheduled final maturity of any Loan, or extend the expiry date of any Facility LC to a date after the Facility Termination Date or the date postpone any regularly scheduled payment of principal of any payment Loan or deposit forgive all or any portion of Collections by Borrower the principal amount thereof or the Servicerany Reimbursement Obligation related thereto, (B) or reduce the rate or extend the time of payment of Interest interest or any CP Costs fees thereon or Reimbursement Obligations related thereto or increase the amount of the Commitment of such Lender hereunder. (or any component b) without the consent of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit all of the Lenders, reduce the percentage specified in the definition of Required Lenders. (Dc) except pursuant to Article XII hereof, change without the amount consent of all of the principal Lenders, amend this Section 8.3. (d) without the consent of all of the Lenders, release all or substantially all of the Guarantors of the Obligations or, except as otherwise provided in Section 10.16, release all or substantially all of the Collateral. No amendment of any Lenderprovision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent, and no amendment of any Committed Lender’s Pro Rata Share provision relating to the LC Issuer shall be effective without the written consent of the LC Issuer. No amendment to any provision of this Agreement relating to the Swing Line Lender or any Committed Swing Line Loans shall be effective without the written consent of the Swing Line Lender’s Commitment. The Administrative Agent may waive payment of the fee required under Section 12.3(c) without obtaining the consent of any other party to this Agreement. Notwithstanding anything to the contrary herein, (E) the Administrative Agent may, with the consent of the Borrower only, amend, modify or waive supplement this Agreement or any provision of the definition other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency of Required Committed Lenders a technical or this Section 14.1(b)immaterial nature, (F) consent to or permit as determined in good faith by the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (other than, to the extent applicable in each case, pursuant to Section 4.6 or the terms of the Liquidity Agreement or any Committed Lender’s other Funding Agreement) or any Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions, Section 4.6 or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" or "Loss Percentage," "Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or (iii) without the written consent of the then Servicer, amend, modify or waive any provision of Article VIII if the effect thereof is to affect the rights or duties of such Servicer. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesCompany, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent or Company, as appropriate, for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” " or “Required Reserve Factor Floor” "Aggregate Reserves" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and Company may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent. Seller shall be given written notice of any such amendment within five (5) Business Days after execution of such amendment.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(bSECTION 15.1(b). The Loan PartiesConduit, the Required Committed Lenders Borrower and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement; PROVIDED, provided, howeverHOWEVER, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP CostsCosts thereof), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article ARTICLE XII hereof, change the amount of the principal Capital of any Lender, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to SECTIONS 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(bSECTION 15.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" or "LOSS PERCENTAGE,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in i n such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, the Agent may, with the consent of the Borrower, amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and the Conduit may enter into amendments to modify any of the terms or provisions of ARTICLE XI, ARTICLE XII, SECTION 15.13 or any other provision of this Agreement without the consent of the Borrower; PROVIDED, that such amendment has no negative impact upon the Borrower. Any modification or waiver made in accordance with this SECTION 15.1 shall apply to each of the Lenders equally and shall be binding upon the Borrower, the Lenders and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesSeller, the Required Committed Lenders Agent and the Administrative Agent Purchasers may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP CostsYield), (C) reduce any fee payable to any the Agent for the benefit of the Lendersany Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseEligible Receivable,” “Eligible ReceivableCurrency Reserve,” “Deemed Interest Reserve,” “Loss Reserve,” “Dilution Reserve,” “Interest Purchase Price,” “Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller, the Required Committed Lenders Servicer and the Administrative Agent Agent, at the direction of the Required Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Stated Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP CostsYield), (C) reduce any fee payable to any Agent for the benefit of the LendersPurchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share Percentage or any Committed Lender’s its Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseEligible Receivable,” “Eligible ReceivableLoss Horizon Ratio,” “Loss Percentage Floor,” “Loss Ratio,” “Loss Reserve,” “Loss Reserve Percentage,” “Dilution Horizon Ratio,” “ Dilution Ratio,” “Dilution Reserve,” “Interest ReserveDilution Reserve Floor,” “Servicing ReserveDynamic Dilution Reserve Ratio, “ “Dilutions,” “Servicing Fee RateDelinquency Ratio,” “Required Default Proxy Ratio,” “Default Ratio,” “Delinquent Receivable,” “Servicer Reserve” or “Required Reserve Factor FloorYield Reserve” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (aSubject to Section 10.02(c) No failure or delay on the part of any Agent or any Lender in exercising any powerbelow, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No no provision of this Agreement or any other Loan Agreement or any Required Third Party Document may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.13(b) or (c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) change any of the provisions of this Section 14.1(b). The or the definition of "Required Lenders " or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (vi) release Guarantor from any of its obligations under the Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications Documents or waivers release all or substantially all of any provisions Mortgaged Property from the lien of this Agreementthe Loan Documents, providedwithout the written consent of each Lender (other than any Defaulting Lender), howeveror (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender (other than a Defaulting Lender); provided further that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"Past Due Trigger Ratio,” “" "Delinquency Trigger Ratio," "Dilution Horizon Ratio," "Dilution Ratio," "Dilution Reserve Percentage," "Dilution Volatility Component," "Expected Dilution Ratio," "Eligible Receivable,” “" "Loss ReserveHorizon Ratio,” “Dilution Reserve" "Loss Ratio,” “Interest Reserve" "Loss Reserve Percentage" or "Purchase Limit,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders Seller and the Administrative Agent Agents may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled applicable Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any as Co-Agent for the benefit of the Lendersany Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” or “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then applicable Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller prior to the occurrence of an Amortization Event (which consent shall not be unreasonably withheld or delayed but may be conditioned upon a change in the voting rights of the Co-Agents under this Agreement), the Agents may amend this Agreement solely to add additional Persons as Committed Purchasers hereunder and (ii) the Agents and the Purchasers may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agents.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, the Required Committed Lenders Borrower and the Administrative Agent Agent, with the consent of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Liquidity Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “" "Interest Reserve,” “" "Servicing Reserve,” “Servicing Fee Rate,” “" or "Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; , or

Waivers and Amendments. (a) No failure or delay on the part The provisions of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a and the other Finance Documents may from time to time be amended, modified or waived, if such amendment, modification or waiver thereofis in writing and consented to by the Borrower and the Required Lenders; provided that no such amendment, nor shall any single modification or partial exercise waiver which would: (i) contravene or be in breach of any such power, right or remedy preclude any other further exercise thereof the terms of the BpiFAE Insurance Policy or the exercise arrangements with Natixis DAI relating to the CIRR (if the Fixed Rate applies) or of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this the Funding Agreement shall be effective only unless consented to by, as applicable, BpiFAE, Natixis DAI and/or the Funding Entity; (ii) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (iii) modify this Clause 13.1 (Waivers and Amendments) or change the definition of “Required Lenders” shall be effective without the consent of each Lender; (iv) increase the Commitment of any Lender shall be effective without the consent of such Lender; (v) reduce any fees described in Clause 5 (Repayment, Prepayments, Interest and Fees) payable to any Lender shall be effective without the specific instance and for consent of such Lender; (vi) extend the specific purpose for Longstop Date shall be effective without the consent of each Lender; (vii) extend the due date for, or reduce the amount of, any scheduled payment, repayment or prepayment of principal of or interest on the Loan or any other payment Obligation (or reduce the principal amount of or rate of interest on the Loan or any other payment Obligation) owed to any Lender shall be effective without the consent of such Lender; (viii) modify the currency in which givenany payment is to be made under any Finance Document shall be effective without the consent of each Finance Party who is to receive such payment; or (ix) affect adversely the interests, rights or obligations of the Facility Agent in its capacity as such shall be effective without consent of the Facility Agent. (b) No provision The Borrower agrees to pay to the Facility Agent for its own account a fee in the amount of this fifteen thousand Euros (EUR 15,000) for each waiver of or amendment (i) required to be made to the Finance Documents during the term of the Loan to correspond to changes to the Construction Contract, (ii) requested by the Borrower or (iii) required due to the occurrence of a Default. (c) The Borrower agrees to pay to the Funding Coordination Agent for its own account (or to the Facility Agent for the account of the Funding Coordination Agent) a fee in the amount of fifteen thousand Euros (EUR 15,000) for each waiver of or amendment required to be made to the Funding Agreement during the term of the Loan to correspond to (i) changes to the Construction Contract or (ii) waivers of or amendments to the Finance Documents requested by the Borrower and/or required due to the occurrence of a Default. (d) Neither the Borrower’s rights nor its obligations under the Finance Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification, variance or novation of the Funding Agreement or the BpiFAE Insurance Policy, except any amendments, supplements, modifications, variances or novations, as the case may be amendedbe, supplementedwhich occur (i) with the Borrower’s consent, modified (ii) at the Borrower’s request or waived except (iii) in writing order to conform to amendments, supplements, modifications, variances or novations effected in respect of the Finance Documents in accordance with their terms. (e) The Borrower agrees that, without the provisions prior written consent of this Section 14.1(b). The Loan Partiesthe Facility Agent, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shallit shall not: (i) without the consent of each affected Lender, agree to any change (A) extend to the Scheduled Termination Date or definition of “Repayment Date” under the date of any payment or deposit of Collections by Borrower or the ServicerUSD Facility Agreement, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Business Day” under the USD Facility Agreement (but only to the extent the same would result in a change in the definition of “Eligible Receivable,Repayment Date” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” under the USD Facility Agreement) or (HC) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above that will result in a manner that would circumvent the intention change of the restrictions set forth payment dates of any amount of scheduled payments of principal or interest under clause 5.1(a) (as may be varied pursuant to clause 5.1(c)(ii)) or clause 5.3(d(i)(A)) of the USD Facility Agreement; (ii) agree to any change to the provisions of clause 7 (Representations and Warranties), clause 8 (Affirmative Covenants) and/or clause 9 (Negative Covenants) of the USD Facility Agreement but only to the extent those provisions are, as at the date of the Amendment and Restatement No.1, substantially the same in such clauses; ortheir terms, scope and effect as, respectively, the provisions of Clause 7 (Representations and Warranties), Clause 8 (Affirmative Covenants) and Clause 9 (Negative Covenants); (iii) agree to any change to the provisions of clause 10.1 (

Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b12.1(b). The Loan PartiesThis Agreement and the provisions hereof may only be amended, supplemented, modified or waived in a writing signed by the Seller, the Required Committed Lenders Servicer and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, Required Purchasers; provided, however, that no such modification or waiver shall: (i) without the consent of any Purchaser, the Administrative Agent and Seller may amend this Agreement solely to add additional Persons as Purchasers hereunder; (ii) the Administrative Agent and the Purchasers may enter into amendments to modify any of the terms or provisions of Article IX of this Agreement without the consent of Seller, provided that (x) such amendment has no negative impact upon Seller or Servicer, and (y) unless an Amortization Event has occurred and is continuing, Seller shall have the right to consent to the appointment of a successor Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) without the consent of each Purchaser directly affected Lenderthereby, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP CostsYield), (C) reduce any fee payable to any the Administrative Agent for the benefit of the Lendersany Purchaser, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentInvestment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b12.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,Commitment” and “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorPurchased Assets Coverage Percentage” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or. Any modification or waiver made in accordance with this Section 12.1 shall be binding upon each of the parties hereto.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit Lender, the Required Committed Lenders Borrower, the Servicer and the Administrative Agent Agent, at the direction of the Required Alternate Lenders, may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Available Collections by the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Alternate Lender’s 's Pro Rata Share or any Committed Alternate Lender’s 's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Alternate Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"Eligible Loan,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Alternate Lenders, but with the consent of the Borrower, the Agent may amend this Agreement solely to add additional Persons as Alternate Lenders hereunder and (ii) the Agent, the Required Alternate Lenders and Conduit Lender may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower, provided, that such amendment has no negative impact upon the Borrower or any other Transaction Party. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon the Borrower, the Lenders and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Managing Agent, any L/C Issuer or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller, the Required Committed Lenders and the Administrative Agent and the Required Managing Agents, may enter into written amendments, supplements, modifications or waivers of any provisions of this Agreement, provided, however, that no such amendment, supplement, modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent or the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except pursuant to Section 13.1) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Managing Agents or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAggregate Reserves,” “Default Ratio,” “Delinquency Ratio,” “Dilution Ratio,” “Dilution Reserve,” “Eligible Receivable,” “Loss Reserve,” “Dilution ReserveLoss Percentage,” “Interest ReservePurchaser Interest,” “Servicing ReserveSpecial Concentration Limit,” “Servicing Fee Rate,” “Required ReserveTurnover Ratio” or “Required Reserve Factor Floor” or Yield and Servicing Reserve”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clausesclauses or (I) release the lien of the Administrative Agent for the benefit of the Purchasers on all or substantially all of the Receivables; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; ormodify

Waivers and Amendments. (a) No failure or delay on the part of any Agent of the Agents or any Lender Purchasers in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller Parties and Administrative Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderLiquidity Bank’s Pro Rata Share (except pursuant to a Funding Agreement) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” any component thereof, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent. Notwithstanding the foregoing, (A) the Administrative Agent and Seller, with the consent of each Committed Purchaser, may amend this Agreement on terms satisfactory to the Administrative Agent and the Seller to add additional Persons as Committed Purchasers hereunder and (B) the Agents may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of the Seller Parties, provided that such amendment has no negative impact upon either of the Seller Parties. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller Parties, the Purchasers and the Agents.

Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Managing Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (ba) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan Parties, the Required Committed Lenders Seller and the Administrative Agent (at the direction or with the consent of the Required Financial Institutions), may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any Managing Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except pursuant to a Liquidity Agreement or Section 12.4) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Concentration Limit,” “Aggregate Reserve,” “Yield and Servicer Reserve,” “Loss and Dilution Reserve,” “Interest ReserveLoss Percentage,” “Servicing ReserveDilution Ratio,” “Servicing Fee Rate,” “Required ReserveDefault Ratio” or “Required Reserve Factor FloorLoss Ratio” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or;

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesBlue Ridge, the Required Committed Lenders Seller and the Administrative Agent Agent, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of Blue Ridge and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersBlue Ridge, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “Interest " "Yield Reserve,” “" "Servicing Reserve,” “" "Servicing Fee Rate,” “" "Required Reserve” " or “"Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. No amendment or waiver of any provision of this Agreement or any other Credit Document, and no consent to any departure by the Borrower or by any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent at the written instruction of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent to the extent the Administrative Agent is not a Defaulting Lender (other than with respect to any amendment or waiver contemplated in clauses (a) No failure through (i) (excluding clause (b)) below which shall only require the consent of the Lenders specified therein), and each such waiver or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, ; provided, however, that no such modification amendment, waiver or consent shall: (a) waive any condition set forth in Section 4.01.1 without the written consent of each Lender; (b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.01(a)) without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of (or amendment to the terms of) any Default or Event of Default or any mandatory prepayment shall not constitute an extension or increase of any Commitment of any Lender); (c) postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Credit Document without the written 106 consent of each Lender directly affected thereby (it being understood that the waiver of any obligation to pay interest at the Default Rate, or the amendment or waiver shall: of any mandatory prepayment shall not constitute a postponement of any date scheduled for the payment of principal, interest, fees or other amounts); (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing (it being understood that a waiver of any Default or Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness of principal), or (subject to clause (v) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Consolidated Leverage Ratio shall not constitute a reduction in any rate of interest or any fees based thereon; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate; (e) change Section 8.05 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each adversely affected Lender; (f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (g) release all or substantially all Collateral (other than as specifically authorized by the terms of this Agreement or any other Credit Document) without the written consent of each Lender; (h) release all or substantially all of the aggregate value of the Guaranty, or all or substantially all of the Guarantors, without the written consent of each Lender except as permitted pursuant to Section 2.04.4(c) or Section 9.10; or (i) release the Borrower from all obligations under the Credit Documents without the consent of each Lender; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any L/C Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected LenderLender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (Ax) extend the Scheduled Termination Date or the date Commitments of any payment Defaulting Lender may not be increased or deposit extended without the consent of Collections such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything else to the contrary contained in this Section 10.01, if the Administrative Agent and the Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest shall have jointly identified an obvious error or any CP Costs (error, mistake, ambiguity or any component omission, defect or inconsistency of Interest or CP Costs)a technical nature, (C) reduce any fee payable to any Agent for the benefit of the Lendersin each case, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive in any provision of the definition of Required Committed Lenders or this Section 14.1(b)Credit Documents, (F) consent then the Administrative Agent and the Borrower shall be permitted to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in correct such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orprovision.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement or any other Transaction Document may be amended, supplemented, modified or waived except in writing in accordance with signed by the provisions of this Section 14.1(b). The Loan PartiesLC Bank, the Required Committed Lenders Borrowers, Administrative Agent and the Administrative Agent may enter into written modifications or waivers of any provisions of this AgreementRequired Co-Agents, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Facility Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicerany Loan Party, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed LenderLiquidity Bank’s Pro Rata Share or any Committed LenderLiquidity Bank’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Co-Agents or this Section 14.1(b), (F) consent to or permit the assignment or transfer by any Borrower or the Collection Agent of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesBlue Ridge, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of Blue Ridge and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersBlue Ridge, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “Interest " "Yield Reserve,” “" "Servicing Reserve,” “" "Servicing Fee Rate,” “" "Required Reserve” " or “"Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b11.1(b). The Loan PartiesFalcon, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Discount or any CP Costs Funding Charges (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII X hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s an Investor's Pro Rata Share or any Committed Lender’s an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Investors or this Section 14.1(b11.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, or (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that which would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the consent of the Investors with aggregate Commitments equal to at least 85% of the Purchase Limit, change the definition of "Dilution Reserve Percentage," "Discount/Servicing Reserve Percentage," "Eligible Receivable," or "Loss Reserve Percentage"; or (iii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Investors, the Agent may, with the consent of the Seller, amend this Agreement solely to add additional Persons as Investors hereunder and (ii) without the consent of the Seller, the Agent, the Required Investors and Falcon may enter into amendments to modify any of the terms or provisions of Article II, Article IX, Article X, Section 11.13 or any other provision of this Agreement, provided that such amendment has no negative impact upon the Seller. Any modification or waiver made in accordance with this Section 11.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Purchasers and the Agent.

Waivers and Amendments. (a) No failure delay or delay on omission of the part Lenders to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Agent Default or any Lender in exercising any poweran acquiescence therein, right or remedy under this Agreement shall operate as a waiver thereof, nor shall and any single or partial exercise of any such power, right shall not preclude other or remedy preclude any other further exercise thereof or the exercise of any other powerright. No waiver, right amendment or remedy. The rights and remedies herein provided other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be cumulative and nonexclusive valid unless in writing signed by Borrower, the Required Lenders (or the Agent with the written consent of the Required Lenders), and, to the extent any rights or remedies provided by lawduties of the Agent may be affected thereby, the Agent; provided, however, that no waiver, amendment, modification, consent or other variation shall, without the prior written consent of each Lender affected thereby, (a) authorize or permit the extension of time for paying the principal of, or interest on, any Obligations (including, without limitation, payments due under Section 2.3.1), or any fees payable hereunder or thereunder, or any change in, or forgiveness or reduction of, the principal amount thereof or the rate of interest or fees thereon (other than as a result of waiving the applicability of any increase in the applicable interest rate upon Default or maturity) or increase the amount of any Lender's Commitment hereunder, (b) amend (i) the definition of Required Lenders or the percentage of Lenders required to take or approve any action hereunder, or (ii) the provisions of this Section or Sections 7 or 8.1, (c) release a Substantial Portion of collateral, if any, subject to any Loan Document, or (d) waive, amend, or modify any other provision of the Loan Documents which creates an Obligation on the part of Borrower to indemnify the Agent or any Lender or to pay money to the Agent or any Lender. Any waiver of this Agreement such waiver, amendment, modification or consent shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesEach Company, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Purchasers, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share Share, any Company's Pro Rata Share, any Financial Institution's Commitment or any Committed Lender’s CommitmentCompany's Company Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Purchasers or this Section 14.1(b)13.1(b) or Section 4.6 or Section 13.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, or (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GF) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent; or (iii) without the written consent of the Agent and each Purchaser (A) amend, modify or waive any Potential Amortization Event or Amortization Event; (B) change the definition of "Aggregate Reserves," "Concentration Limits," "Default Ratio," "Delinquency Ratio Trigger," "Dilution Horizon Factor," "Dilution Reserve," "Dilution Ratio," "Dilution Percentage," "Dilution Ratio Trigger," "Eligible Receivable," "Loss Horizon Factor," "Loss Reserve," "Loss Percentage,""Loss Ratio Trigger," and "Servicing and Yield Reserve,"; (C) amend, modify or waive any provision in Article IX; or (D) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (C) above in a manner that would circumvent the intention of the restrictions set forth in such clauses. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Purchasers and each Company may enter into amendments to modify any of the terms or provisions of Article XI, Section 13.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller. Any modification or waiver made in accordance with this Section 13.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of the Agent, any Investor Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b16.1(b). The Loan PartiesServicer, the Required Committed Lenders RPA Seller, the Investor Agents and the Administrative Agent Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the RPA Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs Yield (or any component of Interest or CP Coststhereof), (C) reduce any fee payable to any the Agent or Investor Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII XIII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except pursuant to a Liquidity Agreement) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b16.1(b), (F) consent to or permit the assignment or transfer by Borrower the RPA Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “", "Aggregate Reserves", "Reserve Fund Required Reserve” or “Required Reserve Factor Floor” Amount", "Hedge Event", "Hedge Accumulation Period", "Net Excess Spread Percentage", "Three-Month Average Delinquency Ratio", "Three-Month Consolidated Delinquency Ratio", "Three-Month Average Default Ratio", "Three-Month Average Consolidated Default Ratio", "Three-Month Average Charge-Off Ratio", and "Three-Month Consolidated Charge-Off Ratio" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) the Agent and any Investor Agent may, with the consent of the RPA Seller and the Servicer, amend this Agreement solely to add additional Persons as Financial Institutions for such Investor Agent's Group hereunder and (ii) the Agent, the Required Financial Institutions and the Conduits may enter into amendments to modify any of the terms or provisions of Article XII, Article XIII, Section 16.13 or any other provision of this Agreement without the consent of the RPA Seller and the Servicer, provided that such amendment has no negative impact upon such Person. Any modification or waiver made in accordance with this Section 16.1 shall apply to each of the Purchasers equally and shall be binding upon the RPA Seller, the Purchasers, the Investor Agents and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party to this Agreement in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any material modification or waiver and to the extent applicable, the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderConduit’s CommitmentConduit Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b)) or Section 4.6 or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” or “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” (H) release or “Required Reserve Factor Floor” terminate the Performance Guaranty or (HI) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, the Agent may, with the consent of Seller, amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller and provided further, in the case of material amendments and to the extent applicable, that the Rating Agencies then rating the Commercial Paper notes of the applicable Conduit shall have confirmed that the ratings of the Commercial Paper notes of such Conduit will not be downgraded or withdrawn as a result of such amendments. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Managing Agents and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Committed LenderFinancial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Loss Percentage,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor FloorYield Reserve” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesVictory, Borrower and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (CB) reduce any fee payable to any the Agent for the benefit of the Lenders, (DC) except pursuant to Article XII XIII hereof, change the amount of the principal of any Lender, any Committed LenderLiquidity Bank’s Pro Rata Share or any Committed LenderLiquidity Bank’s Commitment, (ED) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (FE) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (GF) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” or “Required Reserve” or “Required Reserve Factor Floor” or (HG) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition. Notwithstanding the foregoing, without the consent of the Liquidity Banks, but with the consent of Borrower, the Agent may amend this Agreement solely to add additional Persons as Liquidity Banks hereunder and the Agent, the Required Liquidity Banks and Victory may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon the PPL Electric Parties, the Lenders and the Agent.

Waivers and Amendments. (a) No failure amendment or delay on the part waiver of any Agent provision of this Agreement, the Revolving Notes, or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereofother Credit Document (other than the Fee Letter), nor consent to any departure by the Borrower or any Guarantor therefrom, shall in any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or event be effective unless the exercise of any other power, right or remedy. The rights and remedies herein provided same shall be cumulative in writing and nonexclusive of any rights signed by the Required Lenders and the Borrower, and then such waiver or remedies provided by law. Any waiver of this Agreement consent shall be effective only in the specific instance and for the specific purpose for which given.; provided that: (ba) No provision of this Agreement may be amendedno amendment, supplementedwaiver, modified or waived except consent shall, unless in writing in accordance with and signed by all the provisions of this Section 14.1(b). The Loan Parties, the Required Committed affected Lenders and the Administrative Agent may enter into written modifications Borrower, do any of the following: (i) waive any of the conditions specified in Section 3.1 or waivers Section 3.2, (ii) reduce any principal, interest, fees or other amounts payable hereunder or under any other Credit Document (provided that the waiver of default interest shall only require the consent of the Required Lenders), (iii) postpone or extend any date fixed for any payment of any provisions principal, interest, fees or other amounts payable hereunder, including, without limitation, the Scheduled Maturity Date (it being understood and agreed that a waiver of a mandatory prepayment shall only require the consent of the Required Lenders), (iv) amend Section 2.11(e), Section 7.6. this Section 9.3 or any other provision in any Credit Document which expressly requires the consent of, or action or waiver by, all of the Lenders, amend the definition of “Required Lenders”, or change the number of Lenders which shall be required for the Lenders to take any action hereunder or under any other Credit Document, (v) except as specifically provided in the Credit Documents and as a result of transactions permitted by the terms of this Agreement, provided, however, that no such modification release any Guarantor from its obligation under any Guaranty or waiver shall: (i) without release all or a material portion of the consent of each affected LenderCollateral, (Avi) extend the Scheduled Termination Date or the date of make any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable amendment to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” or (vii) make any amendment to the definitions of “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveAccounts” or “Required Reserve Factor Floor” or Eligible Inventory”; (Hb) amend or modify any defined term (no Commitment of a Lender or any defined term used directly obligations of a Lender may be increased without such Lender’s written consent; (c) no amendment, waiver, or indirectly consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such defined term) used in clauses (A) through (G) above in a manner that would circumvent action, affect the intention rights or duties of the restrictions Administrative Agent under this Agreement or any other Credit Document; (d) no amendment, waiver or consent shall, unless in writing and signed by an Issuing Lender in addition to the Lenders required above to take such action, affect the rights or duties of such Issuing Lender under this Agreement or any other Credit Document; (e) notwithstanding any other provision set forth in such clausesthis Agreement, Commitment Increases pursuant to Section 2.15 shall be effectuated with the consent of the parties required under Section 2.15; orand (f) for the avoidance of doubt, amendments made pursuant to Section 2.16 may be made pursuant to agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders.

Waivers and Amendments. (a) No failure or delay on the part of any the Administrative Agent or any Lender Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(bSECTION 13.1(b). The Loan PartiesBlue Ridge, the Required Committed Lenders Seller and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall: (i) without the consent of Blue Ridge and each affected LenderLiquidity Bank, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower the Seller or the Master Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Administrative Agent for the benefit of the LendersBlue Ridge, (D) except pursuant to Article XII hereof, change the amount of the principal Invested Amount of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s CommitmentReceivable Interest, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(bSECTION 13.1(b), (F) consent to or permit the assignment or transfer by Borrower the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “Interest " "Yield Reserve,” “" "Servicing Reserve,” “" "Servicing Fee Rate,” “" "Required Reserve” " or “"Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses CLAUSES (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.

Waivers and Amendments. (a) No failure Subject to Sections 14.14(b) and (c), any term, covenant or delay on the part condition of any Agent of the Loan Documents may only be amended with the prior consent of the Borrowers and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any Lender in exercising such event the failure to observe, perform or discharge any powersuch covenant, right condition or remedy under this Agreement obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall operate not be construed as a waiver thereofbreach of such covenant, nor shall any single condition or partial exercise obligation or as a Default or Event of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which givenDefault. (b) No provision Notwithstanding Section 14.14(a), without the prior written consent of this Agreement may be amendedeach Lender, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification amendment or waiver shallshall directly: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change increase the amount of the principal Credit Facility or the amount of the Individual Commitment of any Lender, any Committed Lender’s Pro Rata Share Lender with respect to the Credit Facility; (ii) extend the Maturity Date or any Committed Lender’s CommitmentReduction Date or reduce any Reduction Amount; (iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of the Credit Facility; (Eiv) amend, modify change the percentage of the Lenders' requirement to constitute the Majority Lenders or waive any provision of otherwise amend the definition of Required Committed Lenders Majority Lenders; (v) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or 8 of this Section 14.1(b), agreement; (Fvi) consent to or permit the assignment or transfer by Borrower any subordination of any of its rights the Secured Obligations; (vii) release, discharge or amend the joint and obligations under this Agreementseveral covenant of the Borrowers hereunder, (G) change any of the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (Security Documents or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth Guarantees, in such clauseswhole or in part; or (viii) alter the terms of this Section 14.14. (c) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of the Administrative Agent shall be effective without the prior written consent of the Administrative Agent. (d) Without the prior written consent of the Issuing Lender, no amendment to or waiver of Article 14 or any other provision hereof to the extent it affects the rights or obligations of the Issuing Lender shall be effective.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, the Required Committed Lenders Borrower and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed LenderLiquidity Bank’s Pro Rata Share or any Committed LenderLiquidity Bank’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (ba) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b13.1(b). The Loan PartiesConduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed Lender’s Financial Institution's Pro Rata Share (except as may be required pursuant to the Liquidity Agreement) or any Committed Lender’s Financial Institution's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b13.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Dilution Percentage," "Dilution Reserve," "Loss Reserve,” “Dilution Reserve" or "Loss Percentage,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement or any other Loan Agreement may be amendedwaived, supplemented, amended or modified except pursuant to an agreement or waived except agreements in writing entered into by Borrower and the Required Lenders or by Borrower and Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby (including any such Lender that is a Defaulting Lender), (iii) postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) affected thereby, (iv) change Section 3.11(b) or (c) in accordance with a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (including any such Lender that is a Defaulting Lender), (v) change any of the provisions of this Section 14.1(b). The or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (vi) release Guarantor from any of its obligations under the Loan Parties, the Required Committed Lenders and the Administrative Agent may enter into written modifications Documents or waivers release all or substantially all of any provisions collateral from the lien of this Agreementthe Loan Documents, providedwithout the written consent of each Lender (other than any Defaulting Lender), howeveror (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender (other than a Defaulting Lender); provided further that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Pro Rata Share or any Committed Lender’s Commitment, (E) agreement shall amend, modify or waive any provision otherwise affect the rights or duties of Administrative Agent hereunder without the definition prior written consent of Required Committed Lenders or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; orAdministrative Agent.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender party to this Agreement in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesEach Conduit, Seller and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that with respect to any material modification or waiver, the Rating Agencies then rating the Commercial Paper notes of the Scotia Conduit shall have confirmed that the ratings of the Commercial Paper notes of the Scotia Conduit will not be downgraded or withdrawn as a result of such modification or waiver; and provided, further, that no such modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderFinancial Institution’s Pro Rata Share Share, any Conduit’s Pro Rata Share, any Financial Institution’s Commitment or any Committed LenderConduit’s CommitmentConduit Purchase Limit (other than, to the extent applicable, pursuant to Section 4.6 or the terms of any Funding Agreement), (E) amend, modify or waive any provision of the definition of Required Committed Lenders Financial Institutions or this Section 14.1(b)) or Section 4.6 or Section 14.6, (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Reserve,” or “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” (H) release or “Required Reserve Factor Floor” terminate the Performance Guaranty or (HI) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (GH) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent. Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, the Agent may, with the consent of Seller, amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) the Agent, the Required Financial Institutions and each Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Seller, provided that such amendment has no negative impact upon Seller and provided further, in the case of material amendments, that the Rating Agencies then rating the Commercial Paper notes of the Scotia Conduit shall have confirmed that the ratings of the Commercial Paper notes of the Scotia Conduit will not be downgraded or withdrawn as a result of such amendments. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers, the Managing Agents and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesBlue Ridge, Borrower and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “"Eligible Receivable,” “" "Loss Reserve,” “" "Dilution Reserve,” “Interest " "Yield Reserve,” “" "Servicing Reserve,” “" "Servicing Fee Rate,” “" "Required Reserve” " or “"Required Reserve Factor Floor” " or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of any the Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesBlue Ridge, Borrower and the Agent, at the direction of the Required Committed Lenders and the Administrative Agent Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, providedPROVIDED, howeverHOWEVER, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicer, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any the Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed Lender’s Liquidity Bank's Pro Rata Share or any Committed Lender’s Liquidity Bank's Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Borrower of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base"ELIGIBLE RECEIVABLE,” “Eligible Receivable" "LOSS RESERVE,” “Loss Reserve" "DILUTION RESERVE,” “Dilution Reserve" "YIELD RESERVE,” “Interest Reserve" "SERVICING RESERVE,” “Servicing Reserve" "SERVICING FEE RATE,” “Servicing Fee Rate,” “Required Reserve” " "REQUIRED RESERVE" or “Required Reserve Factor Floor” "REQUIRED RESERVE FACTOR FLOOR" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent, AND ANY MATERIAL AMENDMENT, WAIVER OR OTHER MODIFICATION OF THIS AGREEMENT SHALL REQUIRE SATISFACTION OF THE RATING AGENCY CONDITION. Notwithstanding the foregoing, (i) without the consent of the Liquidity Banks, but with the consent of Borrower, the Agent may amend this Agreement solely to add additional Persons as Liquidity Banks hereunder and (ii) the Agent, the Required Liquidity Banks and Blue Ridge may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, Section 14.13 or any other provision of this Agreement without the consent of Borrower, PROVIDED THAT such amendment has no negative impact upon Borrower. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Lenders equally and shall be binding upon Borrower, the Lenders and the Agent.

Waivers and Amendments. (a) No failure or delay on the part of any Agent or any Lender in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesConduits, the Required Committed Lenders Borrowers and the Administrative Agent Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: (i) without the consent of each affected Lender, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower or the Servicerany Loan Party, (B) reduce the rate or extend the time of payment of Interest or any CP Costs (or any component of Interest or CP Costs), (C) reduce any fee payable to any Agent for the benefit of the Lenders, (D) except pursuant to Article XII hereof, change the amount of the principal of any Lender, any Committed LenderLiquidity Bank’s Pro Rata Share or any Committed LenderLiquidity Bank’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Liquidity Banks or this Section 14.1(b), (F) consent to or permit the assignment or transfer by any Borrower or the Collection Agent of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing Base,” “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,” “Interest Yield Reserve,” “Servicing Reserve,” “Servicing Fee Rate,” “Required Reserve” or “Required Reserve Factor Floor” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Managing Agent, any L/C Issuer or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller, the Required Committed Lenders and Servicer, the Administrative Agent and the Required Managing Agents, may enter into written amendments, supplements, modifications or waivers of any provisions of this Agreement, provided, however, that no such amendment, supplement, modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent or the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except pursuant to Section 13.1) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Managing Agents or this Section 14.1(bl4.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAggregate Reserves,” “Default Ratio,” “Delinquency Ratio,” “Dilution Floor Reserve,” “Dilution Ratio,” “Dilution Reserve,” “Dilution Reserve Floor,” “Eligible Receivable,” “Loss Floor Reserve,” “Dilution Loss Reserve,” “Interest ReserveLoss Reserve Floor,” “Servicing ReserveLoss Percentage,” “Servicing Fee RatePurchaser Interest,” “Required ReserveTurnover Ratio” or “Required Reserve Factor Floor” or Yield and Servicing Reserve”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clausesclauses or (I) release the lien of the Administrative Agent for the benefit of the Purchasers on all or substantially all of the Receivables; or

Waivers and Amendments. (a) No failure or delay on the part of the Administrative Agent, any Agent Managing Agent, any L/C Issuer or any Lender Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). The Loan PartiesSeller, the Required Committed Lenders and Servicer, the Administrative Agent and the Required Managing Agents, may enter into written amendments, supplements, modifications or waivers of any provisions of this Agreement, provided, however, that no such amendment, supplement, modification or waiver shall: (i) without the consent of each affected LenderPurchaser, (A) extend the Scheduled Liquidity Termination Date or the date of any payment or deposit of Collections by Borrower Seller or the Servicer, (B) reduce the rate or extend the time of payment of Interest Yield or any CP Costs (or any component of Interest Yield or CP Costs), (C) reduce any fee payable to any Managing Agent or the Administrative Agent for the benefit of the LendersPurchasers, (D) except pursuant to Article XII hereof, change the amount of the principal Capital of any LenderPurchaser, any Committed LenderPurchaser’s Pro Rata Share (except pursuant to Section 13.1) or any Committed LenderPurchaser’s Commitment, (E) amend, modify or waive any provision of the definition of Required Committed Lenders Managing Agents or this Section 14.1(bl4.1(b), (F) consent to or permit the assignment or transfer by Borrower Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Borrowing BaseAggregate Reserves,” “Default Ratio,” “Delinquency Ratio,” “Dilution Ratio,” “Dilution Reserve,” “Eligible Receivable,” “Loss Reserve,” “Dilution ReserveLoss Percentage,” “Interest ReservePurchaser Interest,” “Servicing Reserve,” “Servicing Fee Rate,” “Required ReserveTurnover Ratio” or “Required Reserve Factor Floor” or Yield and Servicing Reserve”, (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clausesclauses or (I) release the lien of the Administrative Agent for the benefit of the Purchasers on all or substantially all of the Receivables; or